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8-K - FORM 8-K - New Home Co Inc.d19613d8k.htm
EX-1.1 - EX-1.1 - New Home Co Inc.d19613dex11.htm

Exhibit 5.1

 

   650 Town Center Drive, 20th Floor
   Costa Mesa, California 92626-1925
   Tel: +1.714.540.1235 Fax: +1.714.755.8290
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
   Abu Dhabi    Milan
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
December 7, 2015    Century City    Orange County
   Chicago    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
The New Home Company Inc.    Los Angeles    Tokyo
85 Enterprise Suite 450    Madrid    Washington, D.C.
Aliso Viejo, CA 92656      

 

  Re: Registration Statement on Form S-3 (No. 333-204238); Up to 4,025,000 shares of Common Stock, par value $0.01 per share.

Ladies and Gentlemen:

We have acted as special counsel to The New Home Company Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,025,000 shares of common stock, $0.01 par value per share (“Common Stock”), including up to 525,000 shares of Common Stock issuable upon exercise of the underwriters’ option to purchase additional shares of Common Stock (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2015 (Registration No. 333–204238) (as amended, the “Registration Statement”), and are being offered pursuant to a base prospectus dated June 15, 2015 (the “Base Prospectus”), a preliminary prospectus supplement dated December 1, 2015 filed with the Commission pursuant to Rule 424(b) under the Act and a prospectus supplement dated December 3, 2015 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated December 3, 2015 among Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the underwriters named therein, Zelman Partners LLC, as independent underwriter, and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


December 7, 2015

Page 2

 

LOGO

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated December 7, 2015 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Latham & Watkins LLP