Attached files
file | filename |
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EX-5.1 - EX-5.1 - Toll Brothers, Inc. | d412205dex51.htm |
EX-4.3 - EX-4.3 - Toll Brothers, Inc. | d412205dex43.htm |
EX-4.2 - EX-4.2 - Toll Brothers, Inc. | d412205dex42.htm |
8-K - FORM 8-K - Toll Brothers, Inc. | d412205d8k.htm |
Exhibit 5.2
[TOLL BROTHERS LETTERHEAD]
June 12, 2017
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (TBI). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (the Issuer) and certain other subsidiaries of TBI (the Subsidiary Registrants) have filed a Registration Statement on Form S-3 (File No. 333-202046) (the Registration Statement) with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), pursuant to which the Issuer is issuing an additional $150 million in aggregate principal of 4.875% Senior Notes due 2027 (the Senior Notes) previously issued by the Issuer (the Existing Notes). The Senior Notes are unconditionally guaranteed (each a Senior Note Guarantee and, collectively, the Senior Notes Guarantees) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the Senior Notes Guarantors), as described in the Underwriting Agreement dated June 7, 2017, among TBI, the Issuer and the underwriters named therein (the Underwriting Agreement).
I have examined the Registration Statement as it became effective under the Securities Act; TBIs and the Issuers prospectus dated February 12, 2015 (the Base Prospectus), as supplemented by the prospectus supplement relating to the offering of the Senior Notes dated June 7, 2017 (together with the Base Prospectus, the Senior Notes Prospectus), filed by TBI and the Issuer pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities; the indenture dated as of February 7, 2012 (the Base Indenture) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon as trustee (the Trustee), as supplemented by the Authorizing Resolution with respect to the Senior Notes dated as of June 12, 2017 (the Authorizing Resolution) and the Authorizing Resolution with respect to the Existing Notes dated as of March 10, 2017 (together with the Authorizing Resolution and the Base Indenture, the Indenture); a duplicate of the global note representing the Senior Notes (including the guarantee attached thereto); and the Underwriting Agreement.
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 named in Schedule I hereto (the Schedule I 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 Schedule I Subsidiaries and, to the extent obtained, from various state authorities,
status telecopies provided by Corporation Service Company, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer and the Schedule I Subsidiaries.
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Senior Notes Guarantees in respect of the Senior Notes and Existing Notes have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
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.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of TBI filed with the Commission in connection with the registration of the Senior Notes.
[Remainder of this page intentionally left blank]
Very truly yours, |
/s/ John K. McDonald |
John K. McDonald |
[Signature Page to GC Exhibit 5 Opinion]
Schedule I
110-112 Third Ave. Realty Corp. | First Brandywine LLC I | |
126-142 Morgan Street Urban Renewal LLC | First Brandywine LLC II | |
134 Bay Street LLC | First Brandywine Partners, L.P. | |
1400 Hudson LLC | First Huntingdon Finance Corp. | |
1450 Washington LLC | Franklin Farms G.P., Inc. | |
1451 Hudson LLC | Frenchmans Reserve Realty, LLC | |
1500 Garden St. LLC | Goshen Road Land Company LLC | |
353-357 Broadway LLC | Greens at Waynesborough, L.P. | |
353-357 Broadway Member LLC | Hatboro Road Associates LLC | |
700 Grove Street Urban Renewal LLC | Hoboken Cove LLC | |
89 Park Avenue LLC | Hoboken Land I LLC | |
Amwell Chase, Inc. | Hoboken Land LP | |
Arbor Hills Development LLC | Hockessin Chase, L.P. | |
Arbors Porter Ranch, LLC | HQZ Acquisitions, Inc. | |
Ashford Land Company, L.P. | Jacksonville TBI Realty LLC | |
Audubon Ridge, L.P. | Laurel Creek, L.P. | |
Belmont Country Club I LLC | Liseter Land Company LLC | |
Belmont Country Club II LLC | Liseter, LLC | |
Belmont Land, L.P. | Long Meadows TBI, LLC | |
Binks Estates Limited Partnership | Loudoun Valley Associates, L.P. | |
Block 255 LLC | MA Limited Land Corporation | |
Block 268 LLC | Martinsburg Ventures, L.L.C. | |
Brier Creek Country Club I LLC | Mizner Realty, L.L.C. | |
Brier Creek Country Club II LLC | Morgan Street JV LLC | |
Broad Run Associates, L.P. | Naples TBI Realty, LLC | |
Byers Commercial LLC | NC Country Club Estates Limited Partnership | |
Byers Commercial LP | Orlando TBI Realty LLC | |
CC Estates Limited Partnership | Placentia Development Company, LLC | |
Cold Spring Hunt, L.P. | Plum Canyon Master LLC | |
Coleman-Toll Limited Partnership | Porter Ranch Development Co. | |
Component Systems I LLC | PRD Investors, Inc. | |
Component Systems II LLC | PRD Investors, LLC | |
CWG Construction Company LLC | PT Maxwell Holdings, LLC | |
Dominion Country Club, L.P. | PT Maxwell, L.L.C. | |
Dominion Valley Country Club I LLC | Rancho Costera LLC | |
Dominion Valley Country Club II LLC | Regency at Denville, LLC | |
Enclave at Long Valley I LLC | Regency at Dominion Valley LLC | |
Enclave at Long Valley II LLC | Regency at Washington I LLC | |
ESE Consultants, Inc. | Regency at Washington II LLC | |
Estates at Princeton Junction, L.P. | SH Homes Corporation | |
Fairfax Investment, L.P. | Shapell Hold Properties No. 1, LLC | |
Fairway Valley, Inc. | Shapell Homes, Inc. | |
First Brandywine Investment Corp. II | Shapell Industries, Inc. | |
First Brandywine Investment Corp. IV | Shapell Land Company, LLC |
SI Investment Corporation | Toll Brothers Real Estate, Inc. | |
Silverman-Toll Limited Partnership | Toll Brothers, Inc. | |
Sorrento at Dublin Ranch I LP | Toll Buckeye Corp. | |
Sorrento at Dublin Ranch III LP | Toll CA GP Corp. | |
South Riding Amberlea LP | Toll CA Holdings, Inc. | |
South Riding Partners Amberlea LP | Toll CA I LLC | |
South Riding Partners, L.P. | Toll CA II, L.P. | |
South Riding Realty LLC | Toll CA III LLC | |
South Riding, L.P. | Toll CA III, L.P. | |
Southport Landing Limited Partnership | Toll CA IV, L.P. | |
Springton Pointe, L.P. | Toll CA IX, L.P. | |
SR Amberlea LLC | Toll CA Note II LLC | |
SRLP II LLC | Toll CA V, L.P. | |
Stone Mill Estates, L.P. | Toll CA VI, L.P. | |
Swedesford Chase, L.P. | Toll CA VII, L.P. | |
Tampa TBI Realty LLC | Toll CA VIII, L.P. | |
TB Kent Partners LLC | Toll CA X, L.P. | |
TB Proprietary Corp. | Toll CA XI, L.P. | |
TBI/Palm Beach Limited Partnership | Toll CA XII, L.P. | |
Tenby Hunt, Inc. | Toll CA XIX, L.P. | |
The Bird Estate Limited Partnership | Toll CA XX, L.P. | |
The Regency Golf Club I LLC | Toll CA, L.P. | |
The Regency Golf Club II LLC | Toll Cedar Hunt LLC | |
The Silverman Building Companies, Inc. | Toll Centennial Corp. | |
Toll Architecture I, P.A. | Toll CO GP Corp. | |
Toll Architecture, Inc. | Toll CO I LLC | |
Toll at Brier Creek Limited Partnership | Toll CO II, L.P. | |
Toll at Westlake, L.P. | Toll CO III, L.P. | |
Toll at Whippoorwill, L.P. | Toll CO, L.P. | |
Toll Austin TX II LLC | Toll Corners LLC | |
Toll Austin TX III LLC | Toll Corp. | |
Toll Austin TX LLC | Toll CT II Limited Partnership | |
Toll AZ GP Corp. | Toll CT III Limited Partnership | |
Toll BBC II LLC | Toll CT IV Limited Partnership | |
Toll BBC LLC | Toll CT Limited Partnership | |
Toll Brooklyn L.P. | Toll Dallas TX LLC | |
Toll Bros. of Arizona, Inc. | Toll DE II LP | |
Toll Bros. of North Carolina II, Inc. | Toll DE LP | |
Toll Bros. of North Carolina III, Inc. | Toll Development Company, Inc. | |
Toll Bros. of North Carolina, Inc. | Toll Diamond Corp. | |
Toll Bros., Inc. | Toll EB, LLC | |
Toll Bros., Inc. | Toll Equipment, L.L.C. | |
Toll Bros., Inc. | Toll Estero Limited Partnership | |
Toll Brothers AZ Construction Company | Toll FL GP Corp. | |
Toll Brothers AZ Limited Partnership | Toll FL I, LLC | |
Toll Brothers Canada USA, Inc. | Toll FL II Limited Partnership |
Toll FL III Limited Partnership | Toll Land X Limited Partnership | |
Toll FL IV Limited Partnership | Toll Land XI Limited Partnership | |
Toll FL IV LLC | Toll Land XIX Limited Partnership | |
Toll FL Limited Partnership | Toll Land XV Limited Partnership | |
Toll FL V Limited Partnership | Toll Land XVI Limited Partnership | |
Toll FL V LLC | Toll Land XVIII Limited Partnership | |
Toll FL VI Limited Partnership | Toll Land XX Limited Partnership | |
Toll FL VII Limited Partnership | Toll Land XXI Limited Partnership | |
Toll FL VIII Limited Partnership | Toll Land XXII Limited Partnership | |
Toll FL X Limited Partnership | Toll Land XXIII Limited Partnership | |
Toll FL XII Limited Partnership | Toll Land XXV Limited Partnership | |
Toll FL XIII Limited Partnership | Toll Lexington LLC | |
Toll Ft. Myers Limited Partnership | Toll MA Development LLC | |
Toll GA GP Corp. | Toll MA Holdings LLC | |
Toll GA LP | Toll MA I LLC | |
Toll Glastonbury LLC | Toll MA II LLC | |
Toll Golden Corp. | Toll MA III LLC | |
Toll Granite Corp. | Toll MA IV LLC | |
Toll Grove LP | Toll MA Land II GP LLC | |
Toll Henderson LLC | Toll MA Land III Limited Partnership | |
Toll Hoboken LLC | Toll MA Land Limited Partnership | |
Toll Holdings, Inc. | Toll MA Management LLC | |
Toll Houston Land LLC | Toll MD AF Limited Partnership | |
Toll Houston TX LLC | Toll MD Builder Corp. | |
Toll Hudson LP | Toll MD Builder I, L.P. | |
Toll ID I LLC | Toll MD I, L.L.C. | |
Toll IL GP Corp. | Toll MD II Limited Partnership | |
Toll IL HWCC, L.P. | Toll MD II LLC | |
Toll IL II, L.P. | Toll MD III Limited Partnership | |
Toll IL III, L.P. | Toll MD III LLC | |
Toll IL IV, L.P. | Toll MD IV Limited Partnership | |
Toll IL WSB, L.P. | Toll MD IV LLC | |
Toll IL, L.P. | Toll MD IX Limited Partnership | |
Toll IN LLC | Toll MD Limited Partnership | |
Toll Jacksonville Limited Partnership | Toll MD V Limited Partnership | |
Toll Jupiter LLC | Toll MD VI Limited Partnership | |
Toll Land Corp. No. 10 | Toll MD VII Limited Partnership | |
Toll Land Corp. No. 6 | Toll MD VIII Limited Partnership | |
Toll Land Corp. No. 20 | Toll MD X Limited Partnership | |
Toll Land Corp. No. 43 | Toll MD XI Limited Partnership | |
Toll Land Corp. No. 50 | Toll MI GP Corp. | |
Toll Land IV Limited Partnership | Toll MI II Limited Partnership | |
Toll Land IX Limited Partnership | Toll MI III Limited Partnership | |
Toll Land V Limited Partnership | Toll MI IV Limited Partnership | |
Toll Land VI Limited Partnership | Toll MI Limited Partnership | |
Toll Land VII LLC | Toll MI V Limited Partnership |
Toll MI VI Limited Partnership | Toll NY III L.P. | |
Toll MI VII Corp. | Toll NY IV L.P. | |
Toll Mid-Atlantic LP Company, Inc. | Toll NY L.P. | |
Toll Mid-Atlantic Note Company, Inc. | Toll NY V L.P. | |
Toll Midwest LLC | Toll OH GP Corp. | |
Toll Midwest Note Company, Inc. | Toll Orlando Limited Partnership | |
Toll MN GP Corp. | Toll PA Builder Corp. | |
Toll MN II, L.P. | Toll PA Development LP | |
Toll MN, L.P. | Toll PA GP Corp. | |
Toll Morgan Street LLC | Toll PA II GP Corp. | |
Toll Naval Associates | Toll PA II, L.P. | |
Toll NC GP Corp. | Toll PA III GP Corp. | |
Toll NC I LLC | Toll PA III, L.P. | |
Toll NC II LP | Toll PA IV, L.P. | |
Toll NC III LP | Toll PA IX, L.P. | |
Toll NC IV LLC | Toll PA Management LP | |
Toll NC Note II LLC | Toll PA Twin Lakes LLC | |
Toll NC Note LLC | Toll PA V, L.P. | |
Toll NC, L.P. | Toll PA VI, L.P. | |
Toll NH GP Corp. | Toll PA VIII, L.P. | |
Toll NJ Builder I, L.P. | Toll PA X, L.P. | |
Toll NJ I, L.L.C. | Toll PA XI, L.P. | |
Toll NJ II, L.L.C. | Toll PA XII, L.P. | |
Toll NJ II, L.P. | Toll PA XIII, L.P. | |
Toll NJ III, L.P. | Toll PA XIV, L.P. | |
Toll NJ III, LLC | Toll PA XIX, L.P. | |
Toll NJ IV LLC | Toll PA XV, L.P. | |
Toll NJ IV, L.P. | Toll PA XVI, L.P. | |
Toll NJ V, L.P. | Toll PA XVII, L.P. | |
Toll NJ VI, L.P. | Toll PA XVIII, L.P. | |
Toll NJ VII, L.P. | Toll PA, L.P. | |
Toll NJ VIII, L.P. | Toll Palmetto Corp. | |
Toll NJ XI, L.P. | Toll Peppertree, Inc. | |
Toll NJ XII LP | Toll Prasada LLC | |
Toll NJ, L.P. | Toll Realty Holdings Corp. I | |
Toll NJX-I Corp. | Toll Realty Holdings Corp. II | |
Toll North LV LLC | Toll Realty Holdings LP | |
Toll North Reno LLC | Toll RI GP Corp. | |
Toll Northeast LP Company, Inc. | Toll RI II, L.P. | |
Toll Northeast Note Company, Inc. | Toll RI, L.P. | |
Toll Northeast Services, Inc. | Toll San Antonio TX LLC | |
Toll NV GP Corp. | Toll SC GP Corp. | |
Toll NV GP I LLC | Toll SC II, L.P. | |
Toll NV Holdings LLC | Toll SC III, L.P. | |
Toll NV Limited Partnership | Toll SC IV, L.P. | |
Toll NY II LLC | Toll SC, L.P. |
Toll South LV LLC | Toll VA VII, L.P. | |
Toll South Reno LLC | Toll VA VIII, L.P. | |
Toll Southeast LP Company, Inc. | Toll VA, L.P. | |
Toll Southeast Note Company, Inc. | Toll Van Wyck, LLC | |
Toll Southwest II LLC | Toll Vanderbilt II LLC | |
Toll Southwest LLC | Toll WA GP Corp. | |
Toll Southwest Note Company, Inc. | Toll WA LP | |
Toll Stonebrae LP | Toll West Coast II LLC | |
Toll Stratford LLC | Toll West Coast LLC | |
Toll SW Holding I Corp. | Toll WestCoast Note Company, Inc. | |
Toll SW Holding LLC | Toll WV GP Corp. | |
Toll TN GP Corp. | Toll WV LP | |
Toll TX GP Corp. | Toll YL II, L.P. | |
Toll TX Note LLC | Toll YL, Inc. | |
Toll VA GP Corp. | Toll-Dublin, L.P. | |
Toll VA II, L.P. | Toll-Dublin, LLC | |
Toll VA III, L.L.C. | Upper K Investors, Inc. | |
Toll VA III, L.P. | Upper K Investors, LLC | |
Toll VA IV, L.P. | Upper K-Shapell, LLC | |
Toll VA L.L.C. | Vanderbilt Capital, LLC | |
Toll VA Member Two, Inc. | Village Partners, L.P. | |
Toll VA V, L.P. | Virginia Construction Co. I, LLC | |
Toll VA VI, L.P. | Virginia Construction Co. II, LLC |