Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - Toll Brothers, Inc. | d320037dex51.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 5.2
[TOLL BROTHERS LETTERHEAD]
March 10, 2017
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Mizuho Securities USA Inc.
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
PNC Capital Markets LLC
Capital One Securities, Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
BNY Mellon Capital Markets, LLC
Citizens Capital Markets, Inc.
Comerica Securities, Inc.
Fifth Third Securities, Inc.
Regions Securities LLC
TD Securities (USA) LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Re: | Toll Brothers Finance Corp. |
4.875% Senior Notes due 2027
Guaranteed on a Senior Basis by
Toll Brothers, Inc. and Certain of Its Subsidiaries
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc., a Delaware corporation (the Company), and am providing this opinion letter to you at the request of the Company and the Issuer (as defined below) pursuant to Section 4(b) of the Underwriting Agreement, dated as of March 7, 2017, by and among Toll Brothers Finance Corp. (the Issuer), the Company, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as Representatives for the Underwriters (the Underwriting Agreement), relating to the issuance and sale of $300,000,000 aggregate principal amount of the Issuers 4.875% Senior Notes due 2027 (the Notes), which are guaranteed (the Guarantees) on a senior basis by the Company and certain subsidiaries of the Company (each a Subsidiary and collectively, the Subsidiaries).
Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Underwriting Agreement or, if not defined in the Underwriting Agreement, in the Indenture, dated February 7, 2012, by and among the Issuer, the Company, the other guarantors that are party thereto and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by that certain Authorizing Resolution, dated as of March 10, 2017 (collectively, the Indenture).
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the Subsidiaries, resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and corporate records relating to the Subsidiaries as we have deemed appropriate. As to various questions of fact material to this opinion letter, I have relied on representations and certificates of officers of the Subsidiaries.
In our examination of documents, instruments and other papers, I have assumed the genuineness of all signatures on original or certified or otherwise identified documents and the conformity to original or certified or otherwise identified documents of all copies submitted to me as conformed or photostatic copies.
Whenever a statement herein is qualified by the phrase to the best of my knowledge or known to me or similar phrases, it is intended to indicate that, during the course of my service to the Company described in the introductory paragraph of this opinion letter, no information that would give me actual knowledge of the inaccuracy of such statement has come to my attention; however, unless expressly noted otherwise, I have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my service to the Company described in the introductory paragraph of this opinion letter.
Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, it is my opinion that:
(i) | except as otherwise set forth in the Registration Statement, the Time of Sale Information and the Prospectus, all outstanding shares of capital stock or outstanding interests of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the best of my knowledge, any other security interests, claims, liens or encumbrances; |
(ii) | (a) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, the Company or any of |
|
(iii) | none of the execution and delivery of the Indenture or the Underwriting Agreement, the issue and sale of the Securities, or the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof, will conflict with, result in a breach or violation of or constitute a default under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Issuer, the Company or any of the Subsidiaries is a party or bound and is known to me. |
This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
This opinion letter is solely for your benefit in connection with the above-referenced transaction and it may not be quoted or relied upon by, nor may copies be delivered to, any other person or entity, and it may not be used for any other purpose, without my prior written consent.
Very truly yours, |
/s/ John K. McDonald |
John K. McDonald |
[Company General Counsel Opinion Signature Page]
Schedule I
110-112 Third Ave. Realty Corp. | First Brandywine LLC II | |
126-142 Morgan Street Urban Renewal LLC | First Brandywine Partners, L.P. | |
134 Bay Street LLC | First Huntingdon Finance Corp. | |
1400 Hudson LLC | Franklin Farms G.P., Inc. | |
1450 Washington LLC | Frenchmans Reserve Realty, LLC | |
1451 Hudson LLC | Goshen Road Land Company LLC | |
1500 Garden St. LLC | Greens at Waynesborough, L.P. | |
353-357 Broadway LLC | Hatboro Road Associates LLC | |
353-357 Broadway Member LLC | Hoboken Cove LLC | |
700 Grove Street Urban Renewal, LLC | Hoboken Land I LLC | |
89 Park A venue LLC | Hoboken Land LP | |
Amwell Chase, Inc. | Hockessin Chase, L.P. | |
Arbor Hills Development LLC | HQZ Acquisitions, Inc. | |
Arbors Porter Ranch, LLC | Jacksonville TBI Realty LLC | |
Ashford Land Company, L.P. | Laurel Creek, L.P. | |
Audubon Ridge, L.P. | Liseter Land Company LLC | |
Belmont Country Club I LLC | Liseter, LLC | |
Belmont Country Club II LLC | Long Meadows TBI, LLC | |
Belmont Land, L.P. | Loudoun Valley Associates, L.P. | |
Binks Estates Limited Partnership | MA Limited Land Corporation | |
Block 255 LLC | Martinsburg Ventures, L.L.C. | |
Block 268 LLC | Mizner Realty, L.L.C. | |
Brier Creek Country Club I LLC | Morgan Street JV LLC | |
Brier Creek Country Club II LLC | Naples TBI Realty, LLC | |
Broad Run Associates, L.P. | NC Country Club Estates Limited Partnership | |
Byers Commercial LLC | Orlando TBI Realty LLC | |
Byers Commercial LP | Placentia Development Company, LLC | |
CC Estates Limited Partnership | Plum Canyon Master LLC | |
Cold Spring Hunt, L.P. | Porter Ranch Development Co. | |
Coleman-Toll Limited Partnership | PRD Investors, Inc. | |
Component Systems I LLC | PRD Investors, LLC | |
Component Systems II LLC | PT Maxwell Holdings, LLC | |
CWG Construction Company LLC | PT Maxwell, L.L.C. | |
Dominion Country Club, L.P. | Rancho Castera LLC | |
Dominion Valley Country Club I LLC | Regency at Denville LLC | |
Dominion Valley Country Club II LLC | Regency at Dominion Valley LLC | |
Enclave at Long Valley I LLC | Regency at Washington I LLC | |
Enclave at Long Valley II LLC | Regency at Washington II LLC | |
ESE Consultants, Inc. | SH Homes Corporation | |
Estates at Princeton Junction, L.P. | Shapell Hold Properties No. 1, LLC | |
Fairfax Investment, L.P. | Shapell Homes, Inc. | |
Fairway Valley, Inc. | Shapell Industries, Inc. | |
First Brandywine Investment Corp. II | Shapell Land Company, LLC | |
First Brandywine Investment Corp. IV | SI Investment Corporation | |
First Brandywine LLC I | Silverman-Toll Limited Partnership |
Sorrento at Dublin Ranch I LP | Toll CA Holdings, Inc. | |
Sorrento at Dublin Ranch III LP | Toll CA I LLC | |
South Riding Amberlea LP | Toll CA II, L.P. | |
South Riding Partners Amberlea LP | Toll CA III LLC | |
South Riding Partners, L.P. | Toll CA III, L.P. | |
South Riding Realty LLC | Toll CA IV, L.P. | |
South Riding, L.P. | Toll CA IX, L.P. | |
Southport Landing Limited Partnership | Toll CA Note II LLC | |
Springton Pointe, L.P. | Toll CA V, L.P. | |
SR Amberlea LLC | Toll CA VI, L.P. | |
SRLP II LLC | Toll CA VII, L.P. | |
Stone Mill Estates, L.P. | Toll CA VIII, L.P. | |
Swedesford Chase, L.P. | Toll CA X, L.P. | |
Tampa TBI Realty LLC | Toll CA XI, L.P. | |
TB Kent Partners LLC | Toll CA XII, L.P. | |
TB Proprietary Corp. | Toll CA XIX, L.P. | |
TBI/Palm Beach Limited Partnership | Toll CA XX, L.P. | |
Tenby Hunt, Inc. | Toll CA, L.P. | |
The Bird Estate Limited Partnership | Toll Cedar Hunt LLC | |
The Regency Golf Club I LLC | Toll Centennial Corp. | |
The Regency Golf Club II LLC | Toll CO GP Corp. | |
The Silverman Building Companies, Inc. | Toll CO I LLC | |
Toll Architecture I, P.A. | Toll CO II, L.P. | |
Toll Architecture, Inc. | Toll CO III, L.P. | |
Toll at Brier Creek Limited Partnership | Toll CO, L.P. | |
Toll at Westlake, L.P. | Toll Comers LLC | |
Toll at Whippoorwill, L.P. | Toll Corp. | |
Toll Austin TX II LLC | Toll CT II Limited Partnership | |
Toll Austin TX III LLC | Toll CT III Limited Partnership | |
Toll Austin TX LLC | Toll CT IV Limited Partnership | |
Toll AZ GP Corp. | Toll CT Limited Partnership | |
Toll BBC II LLC | Toll Dallas TX LLC | |
Toll BBC LLC | Toll DE II LP | |
Toll Brooklyn L.P. | Toll DE LP | |
Toll Bros. of Arizona, Inc. | Toll Development Company, Inc. | |
Toll Bros. of North Carolina II, Inc. | Toll Diamond Corp. | |
Toll Bros. of North Carolina III, Inc. | Toll EB, LLC | |
Toll Bros. of North Carolina, Inc. | Toll Equipment, L.L.C. | |
Toll Bros., Inc. | Toll Estero Limited Partnership | |
Toll Bros., Inc. | Toll FL GP Corp. | |
Toll Bros., Inc. | Toll FL I, LLC | |
Toll Brothers AZ Construction Company | Toll FL II Limited Partnership | |
Toll Brothers AZ Limited Partnership | Toll FL III Limited Partnership | |
Toll Brothers Canada USA, Inc. | Toll FL IV Limited Partnership | |
Toll Brothers Real Estate, Inc. | Toll FL IV LLC | |
Toll Brothers, Inc. | Toll FL Limited Partnership |
Toll Buckeye Corp. | Toll FL V Limited Partnership | |
Toll CA GP Corp. | Toll FL V LLC | |
Toll FL VI Limited Partnership | Toll Land XXII Limited Partnership | |
Toll FL VII Limited Partnership | Toll Land XXIII Limited Partnership | |
Toll FL VIII Limited Partnership | Toll Land XXV Limited Partnership | |
Toll FL X Limited Partnership | Toll Lexington LLC | |
Toll FL XII Limited Partnership | Toll MA Development LLC | |
Toll FL XIII Limited Partnership | Toll MA Holdings LLC | |
Toll Ft. Myers Limited Partnership | Toll MA I LLC | |
Toll GA GP Corp. | Toll MA II LLC | |
Toll GA LP | Toll MA III LLC | |
Toll Glastonbury LLC · | Toll MA IV LLC | |
Toll Golden Corp. | Toll MA Land II GP LLC | |
Toll Granite Corp. | Toll MA Land III Limited Partnership | |
Toll Grove LP | Toll MA Land Limited Partnership | |
Toll Henderson LLC | Toll MA Management LLC | |
Toll Hoboken LLC | Toll MD AF Limited Partnership | |
Toll Holdings, Inc. | Toll MD Builder Corp. | |
Toll Houston Land LLC | Toll MD Builder I, L.P. | |
Toll Houston TX LLC | Toll MD I, L.L.C. | |
Toll Hudson LP | Toll MD II Limited Partnership | |
Toll ID I LLC | Toll MD II LLC | |
Toll IL GP Corp. | Toll MD III Limited Partnership | |
Toll IL HWCC, L.P. | Toll MD III LLC | |
Toll IL II, L.P. | Toll MD IV Limited Partnership | |
Toll IL III, L.P. | Toll MD IV LLC | |
Toll IL IV, L.P. | Toll MD IX Limited Partnership | |
Toll IL WSB, L.P. | Toll MD Limited Partnership | |
Toll IL, L.P. | Toll MD V Limited Partnership | |
Toll IN LLC | Toll MD VI Limited Partnership | |
Toll Jacksonville Limited Partnership | Toll MD VII Limited Partnership | |
Toll Jupiter LLC | Toll MD VIII Limited Partnership | |
Toll Land Corp. No. 10 | Toll MD X Limited Partnership | |
Toll Land Corp. No. 6 | Toll MD XI Limited Partnership | |
Toll Land Corp. No. 20 | Toll MI GP Corp. | |
Toll Land Corp. No. 43 | Toll MI II Limited Partnership | |
Toll Land Corp. No. 50 | Toll MI III Limited Partnership | |
Toll Land IV Limited Partnership | Toll MI IV Limited Partnership | |
Toll Land IX Limited Partnership | Toll MI Limited Partnership | |
Toll Land V Limited Partnership | Toll MI V Limited Partnership | |
Toll Land V{Limited Partnership | Toll MI VI Limited Partnership | |
Toll Land VII LLC | Toll Mid-Atlantic LP Company, Inc. | |
Toll Land X Limited Partnership | Toll Mid-Atlantic Note Company, Inc. | |
Toll Land XI Limited Partnership | Toll Midwest LLC | |
Toll Land XIX Limited Partnership | Toll Midwest Note Company, Inc. | |
Toll Land XV Limited Partnership | Toll MN GP Corp. |
Toll Land XVI Limited Partnership | Toll MN II, L.P. | |
Toll Land XVIII Limited Partnership | Toll MN, L.P. | |
Toll Land XX Limited Partnership | Toll Morgan Street LLC | |
Toll Land XXI Limited Partnership | Toll Naval Associates | |
Toll NC GP Corp. | Toll PA IV, L.P. | |
Toll NC ILLC | Toll PA IX, L.P. | |
Toll NC II LP | Toll PA Management LP | |
Toll NC III LP | Toll PA Twin Lakes LLC | |
Toll NC IV LLC | Toll PAV, L.P. | |
Toll NC Note II LLC | Toll PA VI, L.P. | |
Toll NC Note LLC | Toll PA VIII, L.P. | |
Toll NC, L.P. | Toll PAX, L.P. | |
Toll NH GP Corp. | Toll PA XI, L.P. | |
Toll NJ Builder I, L.P. | Toll PA XII, L.P. | |
Toll NJ I, L.L.C. | Toll PA XIII, L.P. | |
Toll NJ II, L.L.C. | Toll PA XIV, L.P. | |
Toll NJ II, L.P. | Toll PA XIX, L.P. | |
Toll NJ III, L.P. | Toll PA XV, L.P. | |
Toll NJ III, LLC | Toll PA XVI, L.P. | |
Toll NJ IV, L.P. | Toll PA XVII, L.P. | |
Toll NJ IV LLC | Toll PA XVIII, L.P. | |
Toll NJ V, L.P. | Toll PA, L.P. | |
Toll NJ VI, L.P. | Toll Palmetto Corp. | |
Toll NJ VII, L.P. | Toll Peppertree, Inc. | |
Toll NJ VIII, L.P. | Toll Prasada LLC | |
Toll NJ XI, 1 .P. | Toll Realty Holdings Corp. I | |
Toll NJ XII LP | Toll Realty Holdings Corp. II | |
Toll NJ, L.P. | Toll Realty Holdings LP | |
Toll NJX-I Corp. | Toll RI GP Corp. | |
Toll North LV LLC | Toll RI II, L.P. | |
Toll North Reno LLC | Toll RI, L.P. | |
Toll Northeast LP Company, Inc. | Toll San Antonio TX LLC | |
Toll Northeast Note Company, Inc. | Toll SC GP Corp. | |
Toll Northeast Services, Inc. | Toll SC II, L.P. | |
Toll NV GP Corp. | Toll SC III, L.P. | |
Toll NV GP I LLC | Toll SC IV, L.P. | |
Toll NV Holdings LLC | Toll SC, L.P. | |
Toll NV Limited Partnership | Toll South L V LLC | |
Toll NY II LLC | Toll South Reno LLC | |
Toll NY III L.P. | Toll Southeast LP Company, Inc. | |
Toll NY IV L.P. | Toll Southeast Note Company, Inc. | |
Toll NY L.P. | Toll Southwest II LLC | |
Toll NY V L.P. | Toll Southwest LLC | |
Toll OH GP Corp. | Toll Southwest Note Company, Inc. | |
Toll Orlando Limited Partnership | Toll Stonebrae LP | |
Toll PA Builder Corp. | Toll Stratford LLC |
Toll PA Development LP | Toll SW Holding I Corp. | |
Toll PA GP Corp. | Toll SW Holding ;LLC | |
Toll PA II GP Corp. | Toll TN GP Corp. | |
Toll PA II, L.P. | Toll TX GP Corp. | |
Toll PA III GP Corp. | Toll TX Note LLC | |
Toll PA III, L.P. | Toll VA GP Corp. | |
Toll VA II, L.P. | ||
Toll VA III L.L.C. | ||
Toll VA III, L.P. | ||
Toll VA IV, L.P. | ||
Toll VA L.L.C. | ||
Toll VA Member Two, Inc. | ||
Toll VA V, L.P. | ||
Toll VA VI, L.P. | ||
Toll VA VII, L.P. | ||
Toll VA VIII, L.P. | ||
Toll VA, L.P. | ||
Toll Van Wyck, LLC | ||
Toll Vanderbilt II LLC | ||
Toll WA GP Corp. | ||
Toll WA LP | ||
Toll West Coast II LLC | ||
Toll West Coast LLC | ||
Toll WestCoast Note Company, Inc. | ||
Toll WV GP Corp. | ||
Toll WV LP | ||
Toll YL II, L.P. | ||
Toll YL, Inc. | ||
Toll-Dublin, L.P. | ||
Toll-Dublin, LLC | ||
Upper K Investors, Inc. | ||
Upper K Investors, LLC | ||
Upper K-Shapell, LLC | ||
Vanderbilt Capital LLC | ||
Village Partners, L.P. | ||
Virginia Construction Co. I, LLC | ||
Virginia Construction Co. II, LLC |