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EX-5.1 - EX-5.1 - LENNAR CORP /NEW/d195939dex51.htm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 1, 2016

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-11749   95-4337490

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

700 Northwest 107th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.

In connection with the vesting of restricted stock held by employees of Lennar Corporation (the “Company”), the Company may acquire from an employee a portion of the vesting restricted stock in satisfaction of the employee’s obligation to reimburse the Company for withholding taxes that it must pay when restricted stock vests. The Company may from time to time offer and sell up to a total of 1,000,000 shares of its Class A common stock, par value $0.10 per share, that it acquires from employees. Any offering and sale of those shares will be made pursuant to the Company’s registration statement on Form S-3, File No. 333-199159, and a prospectus supplement dated July 1, 2016, filed on July 1, 2016 with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. A legal opinion relating to the 1,000,000 shares is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.


Description of Document

5.1    Opinion of Goodwin Procter LLP.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 1, 2016     Lennar Corporation
    By:   /s/ Bruce Gross
    Name:   Bruce Gross
    Title:   Vice President and Chief Financial Officer