Attached files
file | filename |
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8-K - FORM 8-K - BEAZER HOMES USA INC | g21753e8vk.htm |
EX-5.1 - EX-5.1 - BEAZER HOMES USA INC | g21753exv5w1.htm |
EX-4.1 - EX-4.1 - BEAZER HOMES USA INC | g21753exv4w1.htm |
EX-1.1 - EX-1.1 - BEAZER HOMES USA INC | g21753exv1w1.htm |
EX-4.4 - EX-4.4 - BEAZER HOMES USA INC | g21753exv4w4.htm |
EX-1.2 - EX-1.2 - BEAZER HOMES USA INC | g21753exv1w2.htm |
EX-4.2 - EX-4.2 - BEAZER HOMES USA INC | g21753exv4w2.htm |
EX-99.1 - EX-99.1 - BEAZER HOMES USA INC | g21753exv99w1.htm |
Exhibit 5.2
TROUTMAN SANDERS LLP | ||||
Attorneys at Law Bank of America Plaza |
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600 Peachtree Street, NE, Suite 5200 | ||||
Atlanta, Georgia 30308-2216 | ||||
404.885.3000 telephone | ||||
troutmansanders.com |
January 12, 2010
Beazer Homes USA, Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
Ladies and Gentlemen:
You have requested our opinion as special counsel to Beazer Homes USA, Inc., a Delaware
corporation (the Company), with respect to certain matters in connection with the offering by the
Company of (i) $57,500,000 aggregate principal amount of the Companys 71/2% Mandatory Convertible
Subordinated Notes due 2013 (the Convertible Notes), including $7,500,000 aggregate principal
amount of Convertible Notes pursuant to the option granted to the Underwriters to purchase up to an
additional $7,500,000 aggregate principal amount of the Convertible Notes to cover over-allotments,
and (ii) the shares of the Companys common stock, par value $0.001 per share (the Common Stock),
issuable upon conversion of the Convertible Notes (the Shares), pursuant to a Registration
Statement on Form S-3 (Registration Statement No. 333-163110) (the Registration Statement), filed
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Act), the related prospectus, dated January 4, 2010 (the Base Prospectus), and the
prospectus supplement relating to the Convertible Notes, dated January 6, 2010 (the Prospectus
Supplement and collectively with the Base Prospectus, the Prospectus), filed with the Commission
pursuant to Rule 424(b) of the rules and regulations promulgated under the Act. This opinion is
being provided at your request for incorporation by reference in the Registration Statement.
The Convertible Notes are to be issued under the Indenture, dated as of January 12, 2010 (the
Base Indenture), as supplemented by the First Supplemental Indenture, dated as of
January 12, 2010 (together with the Base Indenture, the Indenture), each between the Company
and U.S. Bank National Association, as trustee.
In connection with this opinion, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such instruments, certificates, records and documents, and have
reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the originals of
ATLANTA CHICAGO HONG KONG LONDON NEW YORK NEWARK NORFOLK ORANGE COUNTY
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
Beazer Homes USA, Inc.
January 12, 2010
Page 2
January 12, 2010
Page 2
such latter documents. As to any facts material to our opinion, we have relied upon the
aforesaid instruments, certificates, records and documents and inquiries of your representatives.
Based upon the foregoing examination, we are of the opinion that:
1. | The Convertible Notes, upon proper execution, delivery and authentication in accordance with the provisions of the Indenture are valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to their terms and the terms of the Indenture, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors rights and by general equitable principles (whether considered in a proceeding at law or in equity), and except that no opinion is expressed as to the availability of the remedy of specific performance; and |
2. | The Shares have been duly authorized and validly reserved for issuance and, when issued upon conversion of the Convertible Notes and in accordance with the terms of the Convertible Notes, will be validly issued, fully paid and nonassessable. |
No opinion is given as to the enforceability of any provision in the Indenture or Convertible
Notes that purports to waive any obligation of good faith, fair dealing, diligence, materiality or
reasonableness, that insulates any person from the consequences of its own misconduct, that makes a
persons determinations conclusive, that requires waivers and modifications to be in writing in all
circumstances, that states that all provisions are severable, that waives trial by jury or that
makes a choice of forum. In addition, no opinion is given as to any provision in the Indenture or
the Convertible Notes purporting to waive rights to objections, legal defenses, statutes or
limitations or other benefits that cannot be waived in advance under applicable law.
We are, in this opinion, opining only on the laws of the State of New York, the Delaware
General Corporation Law (including the relevant statutory provisions, the applicable provisions of
the Delaware Constitution and the reported judicial decisions interpreting these laws) and the
federal law of the United States. We are not opining on blue sky or other state securities laws.
This opinion is given as of the date hereof, and we assume no obligation to advise you after
the date hereof of facts or circumstances that come to our attention or changes in law that occur
which could affect the opinions contained herein.
Beazer Homes USA, Inc.
January 12, 2010
Page 3
January 12, 2010
Page 3
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form
8-K dated as of the date hereof filed by the Company and incorporated by reference into the
Registration Statement and to the statements with respect to our name wherever it appears in the
Registration Statement and the Prospectus. In giving the foregoing consent, we do not hereby admit
that we come within the category of persons whose consent is required under Section 7 of the Act,
or the rules and regulations of the Commission thereunder. This opinion may not be relied upon by
you for any other purpose, or furnished or quoted to or relied upon by any other person, firm or
entity for any purpose, without our prior written consent.
Very truly yours, |
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/s/ Troutman Sanders LLP | ||||