EX-5.1 12 y59989ex5-1.txt OPINION OF SIMPSON THACHER EXHIBIT 5.1 [LETTERHEAD OF SIMPSON THACHER & BARTLETT] , 2002 WCI Communities, Inc. 24301 Walden Center Drive Suite 300 Bonita Springs, Florida 34134 Ladies and Gentlemen: We have acted as counsel to WCI Communities, Inc., a Delaware corporation (the "Company"), and the subsidiaries of the Company named in Schedules I and II hereto (the "Guarantors") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $200,000,000 aggregate principal amount of 9-1/8% Senior Subordinated Notes due 2012 (the "Exchange Securities") and the issuance by the Guarantors of guarantees (the "Guarantees"), with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture (the "Indenture") dated as of April 24, 2002 among the Company, the Guarantors and The Bank of New York, as Trustee. The Exchange Securities will be offered by the Company in exchange for $200,000,000 aggregate principal amount of its outstanding 9-1/8% Senior Subordinated Notes due 2012 (the "Securities"). We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company and the Guarantors. In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (1) subsidiaries of the Company named in Schedule II (the "Non-Delaware Guarantors") have duly authorized, executed and delivered the Indenture and (2) execution, delivery and performance by the Non-Delaware Guarantors of the Indenture and their Guarantees do not and will not violate the laws of Florida or any other applicable laws (excepting the laws of the State of New York and the Federal laws of the United States). Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that: 1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. 2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the subsidiaries named in Schedule I (the "Delaware Guarantors") enforceable against the Delaware Guarantors in accordance with their terms. Our opinions set forth above are subject to the effects of (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (2) general equitable principles (whether considered in a proceeding in equity or at law) and (3) an implied covenant of good faith and fair dealing. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States, the Delaware General Corporation Law and the Delaware Limited liability Company Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, /s/ SIMPSON THACHER & BARTLETT ------------------------------ SIMPSON THACHER & BARTLETT SCHEDULE I DELAWARE GUARANTORS Bay Colony - Gateway, Inc. Communities Finance Company, LLC First Fidelity Title, Inc. Panther Developments, LLC Pelican Landing Golf Resort Ventures, Inc. Sun City Center Golf Properties, Inc. Tiburon Golf Ventures, Inc. Watermark Realty, Inc. WI Ultracorp of Florida, Inc. SCHEDULE II NON-DELAWARE GUARANTORS Bay Colony of Naples, Inc. Bay Colony Realty Associates, Inc. Communities Amenities, Inc. Communities Home Builders, Inc. Communities Specialized Services, Inc. Coral Ridge Communities, Inc. Coral Ridge Properties, Inc. Coral Ridge Realty, Inc. Coral Ridge Realty Sales, Inc. Financial Resources Group, Inc. Florida Design Communities, Inc. Florida Lifestyle Management Company Florida National Properties, Inc. Gateway Communities, Inc. Gateway Communications Services, Inc. Gateway Realty Sales, Inc. Heron Bay, Inc. Heron Bay Golf Course Properties, Inc. JYC Holdings, Inc. Livingston Road, Inc. Marbella at Pelican Bay, Inc. Pelican Bay Properties, Inc. Pelican Landing Communities, Inc. Pelican Landing Properties, Inc. Pelican Marsh Properties, Inc. Sarasota Tower, Inc. Sun City Center Realty, Inc. The Colony at Pelican Landing Golf Club, Inc. Tarpon Cove Yacht & Racquet Club, Inc. Tarpon Cove Realty, Inc. Watermark Realty Referral, Inc. WCI Architecture & Land Planning, Inc. WCI Capital Corporation WCI Communities Property Management, Inc. WCI Golf Group, Inc. WCI Homes, Inc. WCI Realty, Inc.