8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2012

HOMEOWNERS CHOICE, INC.

(Exact name of registrant as specified in its charter)

Florida	001-34126	20-5961396
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5300 West Cypress Street, Suite 100

Tampa, Florida 33607

(Address of principal executive offices, including zip code)

(813) 405-3600

(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.

As previously disclosed, on April 19, 2012, Homeowners Choice, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Houlihan Lokey Capital, Inc., as representative of the underwriters (the “Underwriter”), pursuant to which the Company agreed to sell 1,600,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), for $11.75 per share, less a 6.0% underwriting commission. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option to purchase up to an additional 240,000 shares of Common Stock at the public offering price, less a 6.0% underwriting commission, within 45 days from the date of the Underwriting Agreement to cover over-allotments, if any. The offering was made pursuant to the Company’s effective registration statement on Form S-3, as amended (Registration Statement No. 333-180322), and the Prospectus Supplement dated April 19, 2012. On April 23, 2012, the Underwriter elected to fully exercise its overallotment option. The closing of the sale of an aggregate of 1,840,000 shares of Common Stock occurred on April 25, 2012 (the “Shares”).

A copy of the opinion of Foley & Lardner LLP related to the legality of the Shares is attached hereto as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

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SIGNATURE

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: April 25, 2012

HOMEOWNERS CHOICE, INC.
By:	/s/ Richard R. Allen
	Name:	Richard R. Allen
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Foley & Lardner LLP

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EX-5.1

Exhibit 5.1

[Foley & Lardner LLP Letterhead]       April 25, 2012 ATTORNEYS AT LAW   100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL 33602-5810 P.O. BOX 3391 TAMPA, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX foley.com   CLIENT/MATTER NUMBER 084147-0115

Homeowners Choice, Inc.

5300 West Cypress Street, Suite 100

Tampa, Florida 33607

Ladies and Gentlemen:

We have acted as counsel for Homeowners Choice, Inc., a Florida corporation (the “Company”), in connection with the issuance of 1,840,000 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), pursuant to that certain Underwriting Agreement, dated April 19, 2012, by and between the Company and Houlihan Lokey Capital, Inc. as the representative of the underwriters. The Shares are being issued pursuant to a Registration Statement on Form S-3 (File No. 333-180322) filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 23, 2012, including Amendment No. 1 to such Registration Statement filed with the SEC on April 3, 2012 (collectively, the “Registration Statement”), the prospectus dated April 9, 2012 included therein (the “Base Prospectus”), and the prospectus supplement thereto dated April 19, 2012 (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to herein as the “Prospectus.”

This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the opinion expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate, including, without limitation: (i) the Registration Statement and the Prospectus; (ii) certain resolutions of the Board of Directors of the Company (the “Board of Directors”) adopted at a meeting held on March 23, 2012; (iii) certain resolutions of the Board of Directors adopted by unanimous written consent on April 19, 2012; (iv) certain resolutions of the Pricing Committee of the Board of Directors adopted at a meeting held on April 19, 2012; and (v) such other corporate and other records and documents as we considered appropriate.

In our examination of the above-referenced documents, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares as contemplated by the Registration Statement and the Prospectus Supplement, the Shares will be validly issued, fully paid and non-assessable.

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

Homeowners Choice, Inc.

April 25, 2012

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The law covered by this opinion is limited to the present law of the State of Florida. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus, and to the filing of this opinion with the SEC as an exhibit to the Company’s Current Report on Form 8-K dated April 25, 2012. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

Foley & Lardner LLP