Attached files
file | filename |
---|---|
8-K - FORM 8-K - HOVNANIAN ENTERPRISES INC | y89643e8vk.htm |
EX-5.3 - EX-5.3 - HOVNANIAN ENTERPRISES INC | y89643exv5w3.htm |
EX-4.29 - EX-4.29 - HOVNANIAN ENTERPRISES INC | y89643exv4w29.htm |
EX-4.24 - EX-4.24 - HOVNANIAN ENTERPRISES INC | y89643exv4w24.htm |
EX-4.27 - EX-4.27 - HOVNANIAN ENTERPRISES INC | y89643exv4w27.htm |
EX-99.1 - EX-99.1 - HOVNANIAN ENTERPRISES INC | y89643exv99w1.htm |
Exhibit 5.4
[Hovnanian Enterprises, Inc. Letterhead]
February 14, 2011
Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
K. Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Hovnanian Enterprises, Inc., a Delaware
corporation (Hovnanian), and of K. Hovnanian Enterprises, Inc., a California corporation and a
wholly-owned subsidiary of Hovnanian (K. Hovnanian). Hovnanian, K. Hovnanian and certain other
subsidiaries of Hovnanian (the Subsidiary Registrants) have filed a Registration Statement on
Form S-3 (File No. 333-171349) (the Registration Statement) with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act),
pursuant to which (i) Hovnanian has issued 13,512,500 shares (the Shares) of Class A Common
Stock, par value $.01 per share (the Common Stock), including 1,762,500 Shares issued by
Hovnanian pursuant to the over-allotment option granted to the underwriters, pursuant to the
Underwriting Agreement dated as of February 3, 2011, among Hovnanian and the underwriters named
therein (the Common Stock Underwriting Agreement), (ii) K. Hovnanian has issued $155,000,000
aggregate principal amount of 117/8% Senior Notes due 2015 (the Senior Notes), unconditionally
guaranteed (each a Senior Note Guarantee, and collectively, the Senior Note Guarantees) on a
senior basis by Hovnanian and the Subsidiary Registrants (together, in such capacity, the Senior
Notes Guarantors), pursuant to the
Underwriting Agreement dated February 3, 2011, among K. Hovnanian, the Senior Notes Guarantors
and the underwriters named therein (the Senior Notes Underwriting Agreement), and (iii) Hovnanian
and K. Hovnanian have issued 3,450,000 7.25% Tangible Equity Units (the Units), including 450,000
Units issued by Hovnanian and K. Hovnanian pursuant to the over-allotment option granted to the
underwriters, pursuant to the Underwriting Agreement dated as of February 3, 2011, among K.
Hovnanian, the Amortizing Notes Guarantors (as defined below) and the underwriters named therein
(the Units Underwriting Agreement). Each Unit initially consists of (i) a prepaid stock purchase
contract (each a Purchase Contract, and collectively, the Purchase Contracts) issued by
Hovnanian which shall be settled by Hovnanian against delivery of a number shares of Common Stock
to be determined pursuant to the Purchase Contract Agreement (as defined below) and (ii) a senior
subordinated amortizing note (each an Amortizing Note, and collectively, the Amortizing Notes)
issued by K. Hovnanian and unconditionally guaranteed (each an Amortizing Note Guarantee, and
collectively, the Amortizing Note Guarantees) on a senior subordinated basis by Hovnanian and the
Subsidiary Registrants (together, in such capacity, the Amortizing Notes Guarantors), which has
an initial principal amount of $4.526049 per Amortizing Note, bears interest at a rate of 12.072%
per annum and has a final installment payment date of February 15, 2014.
I have examined the Registration Statement as it became effective under the Securities Act;
Hovnanians and K. Hovnanians prospectus dated January 28, 2011 (the Base Prospectus), as
supplemented by the prospectus supplement relating to the offering of the Shares, dated February 3,
2011 (together with the Base Prospectus, the Common Stock Prospectus), filed by Hovnanian
pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act;
Hovnanians and K. Hovnanians prospectus supplement relating to the offering of the Senior Notes,
dated February 3, 2011 (together with the Base
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Prospectus, the Senior Notes Prospectus), filed by Hovnanian and K. Hovnanian pursuant to
Rule 424(b) of the rules and regulations of the Commission under the Securities Act; Hovnanians
and K. Hovnanians prospectus supplement relating to the offering of the Units, dated February 3,
2011 (together with the Base Prospectus, the Units Prospectus and, together with the Common Stock
Prospectus and the Senior Notes Prospectus, the Prospectuses), filed by Hovnanian and K.
Hovnanian pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Securities Act; the Indenture dated as of February 14, 2011 (the Senior Notes Base Indenture),
among K. Hovnanian, Hovnanian, as Guarantor, and Wilmington Trust Company, as trustee (the Senior
Notes Trustee), as supplemented by the First Supplemental Indenture dated as of February 14, 2011,
among K. Hovnanian, the Senior Notes Guarantors and the Senior Notes Trustee (the Senior Notes
Supplemental Indenture and, together with the Senior Notes Base Indenture, the Senior Notes
Indenture); a duplicate of the global note representing the Senior Notes; a duplicate of the
Senior Notes Guarantees annexed to the Senior Notes; the Purchase Contract Agreement, dated as of
February 9, 2011 (the Purchase Contract Agreement), by and among Hovnanian, K. Hovnanian,
Wilmington Trust Company, as purchase contract agent (the Purchase Contract Agent), Wilmington
Trust Company, as Amortizing Notes Trustee (as defined below), and Wilmington Trust Company, as
attorney-in-fact for the holders of the Purchase Contracts from time to time; duplicates of the
global certificates representing the Units; duplicates of the registered certificates representing
the Purchase Contracts initially annexed to the Units; the Indenture, dated as of February 9, 2011
(the Amortizing Notes Base Indenture), by and among K. Hovnanian, Hovnanian, as guarantor, and
Wilmington Trust Company, as trustee (the Amortizing Notes Trustee), as supplemented by the First
Supplemental Indenture, dated as of February 9, 2011 (the Amortizing Notes Supplemental Indenture
and, together with the Amortizing Notes Base
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Indenture, the Amortizing Notes Indenture), by and among K. Hovnanian, the Amortizing Notes
Guarantors, and the Amortizing Notes Trustee; duplicates of the registered certificates
representing the Amortizing Notes and the Amortizing Notes Guarantees initially annexed thereto
annexed to the Units; a copy of a specimen certificate representing the Common Stock; the Common
Stock Underwriting Agreement; the Senior Notes Underwriting Agreement; and the Units Underwriting
Agreement. I also have examined the originals, or duplicates or certified or conformed copies, of
such corporate and other records, agreements, documents and other instruments and have made such
other investigations as I have deemed relevant and necessary in connection with the opinions
hereinafter set forth. As to questions of fact material to this opinion, I have relied upon
certificates or comparable documents or statements of public officials and of officers and
representatives of Hovnanian and K. Hovnanian.
In rendering the opinions set forth below, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me as duplicates or
certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, I am of the opinion that:
1. | The Senior Notes have been duly authorized, executed and issued by K. Hovnanian. | ||
2. | The Senior Notes Guarantees have been duly authorized, executed and issued by the Senior Notes Guarantors (other than Hovnanian). | ||
3. | The Units have been duly authorized, executed and issued by K. Hovnanian. |
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4. | The Amortizing Notes have been duly authorized, executed and issued by K. Hovnanian. | ||
5. | The Amortizing Notes Guarantees have been duly authorized, executed and issued by the Amortizing Notes Guarantors (other than Hovnanian). |
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I am a member of the Bar of the State of New Jersey, and I do not express any opinion herein
concerning any law other than the law of the State of New Jersey and the State of California.
I hereby consent to the filing of this opinion letter as Exhibit 5.4 to the Current Report on
Form 8-K of Hovnanian filed with the Commission in connection with the offer and sale of the
Shares, the Senior Notes and the Units and to the use of my name under the caption Legal Matters in the Prospectuses.
Very truly yours, |
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/s/ Peter S. Reinhart | ||||
Peter S. Reinhart | ||||
Senior Vice President and General Counsel | ||||
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