Exhibit 5.1
[Letterhead of]
CRAVATH,
SWAINE & MOORE LLP
[New York Office]
November 21, 2013
Toll
Brothers, Inc.
$350,000,000 4.000% Senior Notes due 2018
$250,000,000 5.625% Senior Notes due 2024
Ladies and Gentlemen:
We have acted as counsel
to Toll Brothers, Inc., a Delaware corporation (the “Company”), and Toll Brothers Finance Corp., a Delaware corporation (the “Issuer”), in connection with the public offering and sale by the Issuer of $350,000,000 aggregate
principal amount of 4.000% Senior Notes due 2018 (the “2018 Notes”) and $250,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Notes” and, together with the 2018 Notes, the “Senior Notes”),
to be issued under the Indenture dated as of February 7, 2012 (the “Base Indenture”), by and among the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by
the authorizing resolution dated November 21, 2013 relating to the 2018 Notes (the “2018 Authorizing Resolution”) and the authorizing resolution dated November 21, 2013 relating to the 2024 Notes (the “2024 Authorizing
Resolution” and, together with the 2018 Authorizing Resolution, the “Authorizing Resolutions”; and the Base Indenture, as supplemented by the Authorizing Resolutions, the “Indenture”). The Senior Notes will be on the date
hereof guaranteed (the “Guarantees”) by the entities set forth on Schedule I hereto (collectively, the “Delaware Guarantors”), by the entities set forth on Schedule II hereto (collectively, the “New York Guarantors”
and, together with the Delaware Guarantors, the “Covered Guarantors”) and by the entities set forth on Schedule III hereto (the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Certificate of Incorporation of the Issuer and the Company, as amended; (b) the By-laws of the Issuer and the
Company, as amended; (c) the Omnibus Written Consent of (i) all of the members of the boards of directors of the corporations listed on Schedule I thereto and (ii) the person or persons authorized to act (whether directly, or
indirectly through a Guarantor) with regard thereto on behalf of one or more of the entities listed on Schedule II thereto, in each case duly adopted by unanimous consent on January 31, 2012; the Action Taken by Unanimous Written Consent of the
Board of Directors of the Issuer, duly adopted on January 31, 2012; the Action Taken by Unanimous Written Consent of the Public Debt and Equity Securities Committee of the Board of Directors of the Company, duly adopted on January 31,
2012; the Resolutions of the Board of Directors of the Company, duly adopted on November 3, 2013; the Omnibus Written Consent of (i) all of the members of the boards of directors of the corporations listed on Schedule I thereto and
(ii) the person or persons authorized to act (whether directly, or indirectly through a Guarantor) with regard thereto on behalf of one or more of the entities listed on Schedule II
thereto, in each case duly adopted by unanimous consent on November 12, 2013; the Action Taken By Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on
November 12, 2013; the Action Taken by Unanimous Written Consent of the Public Debt and Equity Securities Committee of the Company, duly adopted on November 12, 2013; the Action Taken by Unanimous Written Consent of a committee of the
Board of Directors of the Company, duly adopted on November 12, 2013; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on November 12, 2013; and the Joint Action of the Persons Authorized
to Act on Behalf of each of the Issuer, the Company and the Guarantors duly adopted on November 12, 2013, pursuant to which the Authorizing Resolutions were adopted; (d) the Registration Statement on
Form S-3 (Registration No. 333-178130) filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2011, as amended by
Post-Effective Amendment No. 1 thereto on January 31, 2012, Post-Effective Amendment No. 2 thereto on May 8, 2013 and Post-Effective Amendment No. 3 thereto on November 12, 2013 (the “Registration Statement”),
for registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited aggregate amount of various securities of the Company, the Issuer or certain other subsidiaries of the Company, to be issued from time to
time by the Company, the Issuer or such subsidiaries; (e) the related Prospectus dated November 23, 2011 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (f) the Prospectus Supplement
dated November 12, 2013, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the
“Prospectus”); (g) the Pricing Term Sheet dated November 12, 2013, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (h) the Underwriting Agreement; and
(i) the Indenture and the forms of the Senior Notes and Guarantees.
As to various questions of fact material to this opinion, we
have relied upon representations of officers or directors of the Issuer and the Company and documents furnished to us by the Issuer and the Company without independent verification of their accuracy. We have also assumed (a) with your consent
and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the
Guarantees have been duly authorized, executed and delivered by each of the Other Guarantors.
Based on the foregoing and subject to the
qualifications set forth herein, we are of opinion that, when the Senior Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, (i) the Senior Notes will constitute legal, valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in
a proceeding in equity or at law) and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors entitled to the benefits of the Guarantees and enforceable against the Guarantors in accordance with their terms
(subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
2
We are admitted to practice in the State of New York, and we express no opinion as to
matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the Federal laws of the United
States of America.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We
also consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
|
| Very truly yours, |
|
| /s/ Cravath, Swaine & Moore LLP |
Toll Brothers, Inc.
250 Gibraltar Road
Horsham,
Pennsylvania 19044
O
3
Schedule I – Delaware Guarantors
|
| 134 Bay Street LLC |
| Amwell Chase, Inc. |
| Ashford Land Company, L.P. |
| C.B.A.Z. Holding Company LLC |
| Component Systems I LLC |
| Component Systems II LLC |
| ESE Consultants, Inc. |
| Fairway Valley, Inc. |
| First Brandywine Investment Corp. II |
| First Brandywine Investment Corp. IV |
| First Brandywine LLC I |
| First Brandywine LLC II |
| First Brandywine LLC III |
| First Brandywine LLC IV |
| First Brandywine Partners, L.P. |
| First Huntingdon Finance Corp. |
| Franklin Farms G.P., Inc. |
| Hoboken Land I LLC |
| Hockessin Chase, L.P. |
| Liseter, LLC |
| MA Limited Land Corporation |
| Morgan Street JV LLC |
| TB Kent Partners LLC |
| TB Proprietary Corp. |
| Tenby Hunt, Inc. |
| Toll Architecture I, P.A. |
| Toll Architecture, Inc. |
| Toll AZ GP Corp. |
| Toll Bros., Inc. |
| Toll Brothers, Inc. |
| Toll Buckeye Corp. |
| Toll Centennial Corp. |
| Toll Corners LLC |
| Toll Corp. |
| Toll DE II LP |
| Toll DE LP |
| Toll Diamond Corp. |
| Toll EB, LLC |
| Toll Equipment, L.L.C. |
| Toll Golden Corp. |
| Toll Granite Corp. |
| Toll Hoboken LLC |
| Toll Holdings, Inc. |
| Toll Land Corp. No. 10 |
| Toll Land Corp. No. 20 |
| Toll Land Corp. No. 43 |
|
| Toll Land Corp. No. 50 |
| Toll Mid-Atlantic LP Company, Inc. |
| Toll Mid-Atlantic Note Company, Inc. |
| Toll Midwest LLC |
| Toll Midwest Note Company, Inc. |
| Toll Morgan Street LLC |
| Toll NJX-I Corp. |
| Toll Northeast LP Company, Inc. |
| Toll Northeast Note Company, Inc. |
| Toll Northeast Services, Inc. |
| Toll Palmetto Corp. |
| Toll Realty Holdings Corp. I |
| Toll Realty Holdings Corp. II |
| Toll Realty Holdings LP |
| Toll Southeast LP Company, Inc. |
| Toll Southeast Note Company, Inc. |
| Toll Southwest LLC |
| Toll Southwest Note Company, Inc. |
| Toll TX GP Corp. |
| Toll VA GP Corp. |
| Toll VA L.L.C. |
| Toll VA Member Two, Inc. |
| Toll West Coast LLC |
| Toll WestCoast Note Company, Inc. |
Schedule II – New York Guarantors
|
|
|
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|
|
|
110-112 Third Ave. GC II LLC |
|
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|
|
110-112 Third Ave. GC LLC |
|
|
|
|
110-112 Third Ave. Realty Corp. |
|
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|
5-01 — 5-17 48th Avenue GC II LLC |
|
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|
5-01 — 5-17 48th Avenue GC LLC |
|
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|
|
5-01 — 5-17 48th Avenue II LLC |
|
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|
|
5-01 — 5-17 48th Avenue LLC |
|
|
|
|
51 N. 8th Street GC II LLC |
|
|
|
|
51 N. 8th Street GC LLC |
|
|
|
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51 N. 8th Street I LLC |
|
|
|
|
51 N. 8th Street L.P. |
|
|
|
|
89 Park Avenue LLC |
|
|
|
|
Toll at Whippoorwill, L.P. |
|
|
|
|
Toll Brooklyn L.P. |
|
|
|
|
Toll First Avenue LLC |
|
|
|
|
Toll Land V Limited Partnership |
|
|
|
|
Toll Land VI Limited Partnership |
|
|
|
|
Toll Land VII LLC |
|
|
|
|
Toll Land XIV Limited Partnership |
|
|
|
|
Toll Lexington LLC |
|
|
|
|
Toll NY II LLC |
|
|
|
|
Toll NY III L.P. |
|
|
|
|
Toll NY IV L.P. |
|
|
|
|
Toll NY L.P. |
|
|
|
|
Toll Peppertree, Inc. |
|
|
|
|
Toll Van Wyck, LLC |
|
|
Schedule III – Other Guarantors
|
| 126-142 Morgan Street Urban Renewal LLC (NJ) |
| 1450 Washington LLC (NJ) |
| 1500 Garden St. LLC (NJ) |
| 2301 Fallston Road LLC (MD) |
| 700 Grove Street Urban Renewal, LLC (NJ) |
| Arbor Hills Development LLC (MI) |
| Arthur’s Woods, LLC (MD) |
| Audubon Ridge, L.P. (PA) |
| Belmont Country Club I LLC (VA) |
| Belmont Country Club II LLC (VA) |
| Belmont Land, L.P. (VA) |
| Binks Estates Limited Partnership (FL) |
| Block 255 LLC (NJ) |
| Blue Bell Country Club, L.P. (PA) |
| Brier Creek Country Club I LLC (NC) |
| Brier Creek Country Club II LLC (NC) |
| Broad Run Associates, L.P. (PA) |
| C.B.A.Z. Construction Company LLC (AZ) |
| CC Estates Limited Partnership (MA) |
| Cold Spring Hunt, L.P. (PA) |
| Coleman-Toll Limited Partnership (NV) |
| CWG Construction Company LLC (NJ) |
| Dominion Country Club, L.P. (VA) |
| Dominion Valley Country Club I LLC (VA) |
| Dominion Valley Country Club II LLC (VA) |
| Estates at Princeton Junction, L.P. (NJ) |
| Estates at Rivers Edge, L.P. (NJ) |
| Fairfax Investment, L.P. (VA) |
| Farmwell Hunt, L.P. (VA) |
| Frenchman’s Reserve Realty, LLC (FL) |
| Golf I Country Club Estates at Moorpark LLC (CA) |
| Golf II Country Club Estates at Moorpark LLC (CA) |
| Goshen Road Land Company LLC (PA) |
| Great Falls Hunt, L.P. (VA) |
| Greens at Waynesborough, L.P. (PA) |
| Greenwich Chase, L.P. (NJ) |
| Hatboro Road Associates LLC (PA) |
| Hawthorn Woods Country Club II LLC (IL) |
| Hoboken Cove LLC (NJ) |
| Hoboken Land LP (NJ) |
| HQZ Acquisitions, Inc. (MI) |
| Huckins Farm Limited Partnership (MA) |
| Jacksonville TBI Realty LLC (FL) |
| Laurel Creek, L.P. (NJ) |
| Lighthouse Point Land Company, LLC (FL) |
| Liseter Land Company LLC (PA) |
| Long Meadows TBI, LLC (MD) |
| Longmeadow Properties LLC (MD) |
| Loudoun Valley Associates, L.P. (VA) |
| Martinsburg Ventures, L.L.C. (VA) |
|
| Mizner Realty, L.L.C. (FL) |
| Naples TBI Realty, LLC (FL) |
| NC Country Club Estates Limited Partnership (NC) |
| Orlando TBI Realty LLC (FL) |
| Paramount Village LLC (CA) |
| Phillips Drive LLC (MD) |
| Prince William Land I LLC (VA) |
| Prince William Land II LLC (VA) |
| PT Maxwell Holdings, LLC (NJ) |
| PT Maxwell, L.L.C. (NJ) |
| Regency at Denville LLC (NJ) |
| Regency at Dominion Valley LLC (VA) |
| Regency at Long Valley I LLC (NJ) |
| Regency at Long Valley II LLC (NJ) |
| Regency at Mansfield I LLC (NJ) |
| Regency at Mansfield II LLC (NJ) |
| Regency at Washington I LLC (NJ) |
| Regency at Washington II LLC (NJ) |
| SH Homes Corporation (MI) |
| SI Investment Corporation (MI) |
| Silverman-Toll Limited Partnership (MI) |
| Sorrento at Dublin Ranch I LP (CA) |
| Sorrento at Dublin Ranch III LP (CA) |
| South Riding Amberlea LP (VA) |
| South Riding Partners Amberlea LP (VA) |
| South Riding Partners, L.P. (VA) |
| South Riding Realty LLC (VA) |
| South Riding, L.P. (VA) |
| Southport Landing Limited Partnership (CT) |
| Springton Pointe, L.P. (PA) |
| SR Amberlea LLC (VA) |
| SRLP II LLC (VA) |
| Stone Mill Estates, L.P. (PA) |
| Swedesford Chase, L.P. (PA) |
| Tampa TBI Realty LLC (FL) |
| TBI/Naples Limited Partnership (FL) |
| TBI/Palm Beach Limited Partnership (FL) |
| The Bird Estate Limited Partnership (MA) |
| The Regency Golf Club I LLC (VA) |
| The Regency Golf Club II LLC (VA) |
| The Ridges at Belmont Country Club I LLC (VA) |
| The Ridges at Belmont Country Club II LLC (VA) |
| The Silverman Building Companies, Inc. (MI) |
| Toll at Brier Creek Limited Partnership (NC) |
| Toll at Honey Creek Limited Partnership (MI) |
| Toll at Westlake, L.P. (NJ) |
| Toll Austin TX LLC (TX) |
| Toll BBC II LLC (TX) |
| Toll BBC LLC (TX) |
| Toll Bros. of Arizona, Inc. (AZ) |
|
| Toll Bros. of North Carolina II, Inc. (NC) |
| Toll Bros. of North Carolina III, Inc. (NC) |
| Toll Bros. of North Carolina, Inc. (NC) |
| Toll Bros., Inc. (PA) |
| Toll Bros., Inc. (TX) |
| Toll Brothers AZ Construction Company (AZ) |
| Toll Brothers AZ Limited Partnership (AZ) |
| Toll Brothers Real Estate, Inc. (PA) |
| Toll CA GP Corp. (CA) |
| Toll CA I LLC (CA) |
| Toll CA II, L.P. (CA) |
| Toll CA III, L.P. (CA) |
| Toll CA IV, L.P. (CA) |
| Toll CA IX, L.P. (CA) |
| Toll CA Note II LLC (CA) |
| Toll CA V, L.P. (CA) |
| Toll CA VI, L.P. (CA) |
| Toll CA VII, L.P. (CA) |
| Toll CA VIII, L.P. (CA) |
| Toll CA X, L.P. (CA) |
| Toll CA XI, L.P. (CA) |
| Toll CA XII, L.P. (CA) |
| Toll CA XIX, L.P. (CA) |
| Toll CA, L.P. (CA) |
| Toll Cedar Hunt LLC (VA) |
| Toll CO GP Corp. (CO) |
| Toll CO I LLC (CO) |
| Toll CO II, L.P. (CO) |
| Toll CO, L.P. (CO) |
| Toll CT II Limited Partnership (CT) |
| Toll CT III Limited Partnership (CT) |
| Toll CT IV Limited Partnership (CT) |
| Toll CT Limited Partnership (CT) |
| Toll Dallas TX LLC (TX) |
| Toll Development Company, Inc. (MI) |
| Toll Estero Limited Partnership (FL) |
| Toll FL GP Corp. (FL) |
| Toll FL I, LLC (FL) |
| Toll FL II Limited Partnership (FL) |
| Toll FL III Limited Partnership (FL) |
| Toll FL IV Limited Partnership (FL) |
| Toll FL IV LLC (FL) |
| Toll FL Limited Partnership (FL) |
| Toll FL V Limited Partnership (FL) |
| Toll FL V LLC (FL) |
| Toll FL VI Limited Partnership (FL) |
| Toll FL VII Limited Partnership (FL) |
| Toll FL VIII Limited Partnership (FL) |
| Toll FL X Limited Partnership (FL) |
| Toll Ft. Myers Limited Partnership (FL) |
| Toll GA GP Corp. (GA) |
| Toll GA LP (GA) |
|
| Toll Glastonbury LLC (CT) |
| Toll Grove LP (NJ) |
| Toll Henderson LLC (NV) |
| Toll Houston TX LLC (TX) |
| Toll Hudson LP (NJ) |
| Toll IL GP Corp. (IL) |
| Toll IL HWCC, L.P. (IL) |
| Toll IL II, L.P. (IL) |
| Toll IL III, L.P. (IL) |
| Toll IL IV, L.P. (IL) |
| Toll IL WSB, L.P. (IL) |
| Toll IL, L.P. (IL) |
| Toll IN LLC (IN) |
| Toll Jacksonville Limited Partnership (FL) |
| Toll Jupiter LLC (FL) |
| Toll Land Corp. No. 6 (PA) |
| Toll Land IV Limited Partnership (NJ) |
| Toll Land IX Limited Partnership (VA) |
| Toll Land X Limited Partnership (VA) |
| Toll Land XI Limited Partnership (NJ) |
| Toll Land XIX Limited Partnership (CA) |
| Toll Land XV Limited Partnership (VA) |
| Toll Land XVI Limited Partnership (NJ) |
| Toll Land XVIII Limited Partnership (CT) |
| Toll Land XX Limited Partnership (CA) |
| Toll Land XXI Limited Partnership (VA) |
| Toll Land XXII Limited Partnership (CA) |
| Toll Land XXIII Limited Partnership (CA) |
| Toll Land XXV Limited Partnership (NJ) |
| Toll Land XXVI Limited Partnership (OH) |
| Toll Livingston at Naples Limited Partnership (FL) |
| Toll MA I LLC (MA) |
| Toll MA II LLC (MA) |
| Toll MA III LLC (MA) |
| Toll MA IV LLC (MA) |
| Toll MA Land Limited Partnership (MA) |
| Toll MD AF Limited Partnership (MD) |
| Toll MD Builder Corp. (MD) |
| Toll MD Builder I, L.P. (MD) |
| Toll MD I, L.L.C. (MD) |
| Toll MD II Limited Partnership (MD) |
| Toll MD II LLC (MD) |
| Toll MD III Limited Partnership (MD) |
| Toll MD III LLC (MD) |
| Toll MD IV Limited Partnership (MD) |
| Toll MD IV LLC (MD) |
| Toll MD IX Limited Partnership (MD) |
| Toll MD Limited Partnership (MD) |
| Toll MD V Limited Partnership (MD) |
| Toll MD VI Limited Partnership (MD) |
| Toll MD VII Limited Partnership (MD) |
| Toll MD VIII Limited Partnership (MD) |
|
| Toll MD X Limited Partnership (MD) |
| Toll MD XI Limited Partnership (MD) |
| Toll MI GP Corp. (MI) |
| Toll MI II Limited Partnership (MI) |
| Toll MI III Limited Partnership (MI) |
| Toll MI IV Limited Partnership (MI) |
| Toll MI Limited Partnership (MI) |
| Toll MI V Limited Partnership (MI) |
| Toll MN GP Corp. (MN) |
| Toll MN II, L.P. (MN) |
| Toll MN, L.P. (MN) |
| Toll Naval Associates (PA) |
| Toll NC GP Corp. (NC) |
| Toll NC I LLC (NC) |
| Toll NC II LP (NC) |
| Toll NC III LP (NC) |
| Toll NC IV LLC (NC) |
| Toll NC Note II LLC (NC) |
| Toll NC Note LLC (NC) |
| Toll NC, L.P. (NC) |
| Toll NH GP Corp. (NH) |
| Toll NH Limited Partnership (NH) |
| Toll NJ Builder I, L.P. (NJ) |
| Toll NJ I, L.L.C. (NJ) |
| Toll NJ II, L.L.C. (NJ) |
| Toll NJ II, L.P. (NJ) |
| Toll NJ III, L.P. (NJ) |
| Toll NJ III, LLC (NJ) |
| Toll NJ IV, L.P. (NJ) |
| Toll NJ V, L.P. (NJ) |
| Toll NJ VI, L.P. (NJ) |
| Toll NJ VII, L.P. (NJ) |
| Toll NJ VIII, L.P. (NJ) |
| Toll NJ XI, L.P. (NJ) |
| Toll NJ, L.P. (NJ) |
| Toll North LV LLC (NV) |
| Toll North Reno LLC (NV) |
| Toll Northville Limited Partnership (MI) |
| Toll NV GP Corp. (NV) |
| Toll NV Holdings LLC (NV) |
| Toll NV Limited Partnership (NV) |
| Toll OH GP Corp. (OH) |
| Toll Orlando Limited Partnership (FL) |
| Toll PA Builder Corp. (PA) |
| Toll PA GP Corp. (PA) |
| Toll PA II GP Corp. (PA) |
| Toll PA II, L.P. (PA) |
| Toll PA III GP Corp. (PA) |
| Toll PA III, L.P. (PA) |
| Toll PA IV, L.P. (PA) |
| Toll PA IX, L.P. (PA) |
| Toll PA V, L.P. (PA) |
|
| Toll PA VI, L.P. (PA) |
| Toll PA VIII, L.P. (PA) |
| Toll PA X, L.P. (PA) |
| Toll PA XI, L.P. (PA) |
| Toll PA XII, L.P. (PA) |
| Toll PA XIII, L.P. (PA) |
| Toll PA XIV, L.P. (PA) |
| Toll PA XV, L.P. (PA) |
| Toll PA, L.P. (PA) |
| Toll Realty L.L.C. (FL) |
| Toll RI GP Corp. (RI) |
| Toll RI II, L.P. (RI) |
| Toll RI, L.P. (RI) |
| Toll San Antonio TX LLC (TX) |
| Toll SC GP Corp. (SC) |
| Toll SC II, L.P. (SC) |
| Toll SC III, L.P. (SC) |
| Toll SC IV, L.P. (SC) |
| Toll SC, L.P. (SC) |
| Toll South LV LLC (NV) |
| Toll South Reno LLC (NV) |
| Toll Stonebrae LP (CA) |
| Toll Stratford LLC (VA) |
| Toll SW Holding I Corp. (NV) |
| Toll SW Holding LLC (NV) |
| Toll TN GP Corp. (TN) |
| Toll TX Note LLC (TX) |
| Toll VA II, L.P. (VA) |
| Toll VA III L.L.C. (VA) |
| Toll VA III, L.P. (VA) |
| Toll VA IV, L.P. (VA) |
| Toll VA V, L.P. (VA) |
| Toll VA VI, L.P. (VA) |
| Toll VA VII, L.P. (VA) |
| Toll VA, L.P. (VA) |
| Toll Vanderbilt I LLC (RI) |
| Toll Vanderbilt II LLC (RI) |
| Toll WA GP Corp. (WA) |
| Toll WA LP (WA) |
| Toll WV GP Corp. (WV) |
| Toll WV LP (WV) |
| Toll YL II, L.P. (CA) |
| Toll YL, Inc. (CA) |
| Toll YL, L.P. (CA) |
| Toll-Dublin, L.P. (CA) |
| Toll-Dublin, LLC (CA) |
| Vanderbilt Capital LLC (RI) |
| Village Partners, L.P. (PA) |
| Virginia Construction Co. I, LLC (VA) |
| Virginia Construction Co. II, LLC (VA) |
| West Amwell Limited Partnership (NJ) |
| Wilson Concord, L.P. (TN) |
