Attached files
file | filename |
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EX-5.2 - EX-5.2 - Toll Brothers, Inc. | d320037dex52.htm |
EX-4.3 - EX-4.3 - Toll Brothers, Inc. | d320037dex43.htm |
EX-4.2 - EX-4.2 - Toll Brothers, Inc. | d320037dex42.htm |
8-K - FORM 8-K - Toll Brothers, Inc. | d320037d8k.htm |
Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
March 10, 2017
Toll Brothers, Inc.
$300,000,000 4.875% Senior Notes due 2027
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 $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (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 March 10, 2017 (the Authorizing Resolution and, together with the Base Indenture, 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 March 6, 2017; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on March 6, 2017; the Public Debt and Equity Securities Committee Charter of the Board of Directors of the Company, duly adopted on June 17, 2009; the resolutions of the Public Debt and Equity Securities Committee of the Company, duly adopted on March 6, 2017; the Action Taken by Unanimous Written Consent of a committee of the Board of Directors of the Company, duly adopted on March 7, 2017; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on March 7, 2017; 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 March 10, 2017, pursuant to which the Authorizing Resolutions were adopted; (d) the Registration Statement on Form S-3 (Registration No. 333-202046) filed with the Securities and Exchange Commission (the Commission) on February 12, 2015, as amended by Post-Effective Amendment No. 1 thereto on October 27, 2015 and by Post-Effective Amendment No. 2 thereto on March 7, 2017(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 February 12, 2015 (together with the documents incorporated therein by reference, the Basic Prospectus); (f) the Prospectus Supplement dated March 7, 2017, 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 March 7, 2017, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (h) the Underwriting Agreement dated March 7, 2017(the Underwriting Agreement), among the Issuer, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters names therein; and (i) the Indenture (including the First through Thirteenth Supplemental Indentures thereof) 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
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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).
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 |
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Schedule I Delaware Guarantors
Schedule II New York Guarantors
110-112 Third Ave. Realty Corp.
353-357 Broadway LLC
353-357 Broadway Member LLC
89 Park Avenue LLC
Toll at Whippoorwill, L.P.
Toll Brooklyn L.P.
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII LLC
Toll Lexington LLC
Toll NY II LLC
Toll NY III L.P.
Toll NY IV L.P.
Toll NY V L.P.
Toll NY L.P.
Toll Peppertree, Inc.
Toll Van Wyck, LLC
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Schedule III Other Guarantors
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Toll CA GP Corp.
Toll CA I LLC
Toll CA II, L.P.
Toll CA III LLC
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA IX, L.P.
Toll CA Note II LLC
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CA VII, L.P.
Toll CA VIII, L.P.
Toll CA X, L.P.
Toll CA XI, L.P.
Toll CA XII, L.P.
Toll CA XIX, L.P.
Toll CA XX, L.P.
Toll CA, L.P.
Toll Land XIX Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Stonebrae LP
Toll YL II, L.P.
Toll YL, Inc.
Toll-Dublin, L.P.
Toll-Dublin, LLC
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