EX-5.2 4 d881649dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

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February 27, 2015

Nationstar Mortgage Holdings, Inc.

Nationstar Mortgage LLC

Nationstar Capital Corporation

c/o Nationstar Mortgage LLC

350 Highland Drive

Lewisville, Texas 75067

 

  Re: Guarantors of future Debt Securities and Preferred Stock for California, Georgia, New Jersey and Nevada

 

Ladies and Gentlemen:

 

We have acted as special legal counsel to: (i) Harwood Insurance Services, LLC, a California limited liability company (the “California Guarantor”); (ii) Harwood Service Company of Georgia, LLC, a Georgia limited liability company (the “Georgia Guarantor”); (iii) Harwood Service Company of New Jersey, LLC, a New Jersey limited liability company (the “New Jersey Guarantor”); and (iv) Nationstar Equity Corporation, a Nevada corporation (the “Nevada Guarantor”), in connection with the shelf registration statement on Form S-3 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on the date hereof by Nationstar Mortgage LLC, a Delaware limited liability company, and Nationstar Capital Corporation, a Delaware corporation (together, the “Co-Issuers”) and Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company” and, together with the Co-Issuers, the “Issuers”), and the entities listed in the Table of Additional Registrant Guarantors in the Registration Statement (the “Guarantors”), respectively.

 

You have provided us with a draft of the Registration Statement in the form in which it will be filed with the Commission. The Registration Statement includes a base prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). The Prospectus provides for the offering of the following securities relating to the offering from time to time, together or separately in one or more series (if applicable), of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”); (ii) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”); (iii) fractional interests in shares of Preferred Stock evidenced by depositary receipts (the “Depositary Shares”); (iv) debt securities of the Co-Issuers (the “Debt Securities”); (v) guarantees by the Guarantors and the Co-Issuers of the Preferred Stock (the “Preferred Guarantees”); (vi) guarantees of the Debt Securities by the Company and the Guarantors (the “Debt Guarantees” and, together with the Preferred Guarantees, the “Guarantees”) and (vii) warrants to purchase equity securities of the Company (the “Warrants”). The Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Guarantees and Warrants are referred to herein collectively as the

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GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM

333 SE 2nd Avenue, Suite 4400  ¡  Miami, Florida 33131  ¡  Tel 305.579.0500  ¡  Fax 305.579.0717


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 2

 

Securities”. The Debt Securities and the Preferred Stock may be guaranteed from time to time by each of the guarantors listed in the Registration Statement (the “Guarantors”), including each of the California Guarantor, the Georgia Guarantor, the New Jersey Guarantor and the Nevada Guarantor (collectively referred to herein as the “Opinion Guarantors”). The Debt Securities may be guaranteed by the Company and some or all of the Guarantors and will be issued pursuant to the indenture (the “Indenture”) attached as Exhibit 4.6 to the Registration Statement. The Preferred Guarantees are to be issued under a guarantee agreement to be entered into between the Guarantors and the Debt Co-Issuers, as applicable, as guarantors, and the guarantee trustee to be named therein.

The Securities may be offered and sold from time to time pursuant to Rule 415 promulgated under the Act, in amounts, at prices and on terms to be determined at the time of the offering thereof.

I. DOCUMENT REVIEW

(A) In arriving at the opinions expressed below for the California Guarantor, we have reviewed the following documents:

 

  (i) a certified copy of the Articles of Organization of the California Guarantor;

 

  (ii) a certificate from the Secretary of State of the State of California, dated February 24, 2015, as to the active status of good standing of the California Guarantor in the State of California (the “California Existence Certificate”); and

 

  (iii) an Officer’s Certificate of the California Guarantor certifying as to (a) its Limited Liability Company Agreement, as amended by the First Amendment to Limited Liability Company Agreement, (b) an Action By Unanimous Written Consent of the Sole Member of the California Guarantor approving and authorizing the Registration Statement, the Indenture(s), the related Guarantees and the transactions contemplated thereby, and (c) certain other factual matters set forth in the Officer’s Certificate of the California Guarantor.

(B) In arriving at the opinions expressed below for the Georgia Guarantor, we have reviewed the following documents:

 

  (i) a certified copy of the Articles of Organization of the Georgia Guarantor;

 

  (ii) a certificate from the Secretary of State of the State of Georgia, dated February 23, 2015, as to the valid existence of the Georgia Guarantor in the State of Georgia (the “Georgia Existence Certificate”); and

 

  (iii) an Officer’s Certificate of the Georgia Guarantor certifying as to (a) its Limited Liability Company Agreement, as amended by the First Amendment to Limited Liability Company Agreement, (b) an Action By Unanimous Written Consent of the Sole Member of the Georgia Guarantor approving and authorizing the Registration Statement, the Indenture(s), the related Guarantees and the transactions contemplated thereby, and (c) certain other factual matters set forth in the Officer’s Certificate of the Georgia Guarantor.

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 3

 

(C) In arriving at the opinions expressed below for the New Jersey Guarantor, we have reviewed the following documents:

 

  (i) a certified copy of the Certificate of Formation of the New Jersey Guarantor filed with the New Jersey Department of the Treasury (Division of Revenue) on May 6, 2002;

 

  (ii) a certificate from the State Treasurer of the State of New Jersey, dated February 23 2015, as to the active status and good standing of the New Jersey Guarantor in the State of New Jersey (the “New Jersey Existence Certificate”); and

 

  (iii) an Officer’s Certificate of the New Jersey Guarantor certifying as to (a) its Limited Liability Company Agreement, as amended by the First Amendment to Limited Liability Company Agreement, (b) an Action By Unanimous Written Consent of the Sole Member of the New Jersey Guarantor approving and authorizing the Registration Statement, the Indenture(s), the related Guarantees and the transactions contemplated thereby, and (c) certain other factual matters set forth in the Officer’s Certificate of the New Jersey Guarantor.

(D) In arriving at the opinions expressed below for the Nevada Guarantor, we have reviewed the following documents:

 

  (i) a certified copy of the Articles of Incorporation and all amendments thereto of the Nevada Guarantor;

 

  (ii) a certificate from the Secretary of State of the State of Nevada, dated February 23, 2015, as to the valid existence and good standing of the Nevada Guarantor in the State of Nevada (the “Nevada Existence Certificate”); and

 

  (iii)

an Officer’s Certificate of the Nevada Guarantor certifying as to (a) its Articles of Incorporation, (b) its By-Laws, (c) an Action by Written Consent of the Board of Directors of the Nevada Guarantor approving

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 4

 

  and authorizing the Registration Statement, the Indenture(s) and the related Guarantees and the transactions contemplated thereby, and (d) certain other factual matters set forth in the Officer’s Certificate of the Nevada Guarantor.

For purposes of this opinion with respect to each of the Opinion Guarantors, we have, with your consent, not reviewed any documents other than the respective documents listed in clauses (i) through (iii) in each of the subsections (A) through (D) above for the applicable Opinion Guarantor (the “Reviewed Documents”). We have, with your consent, assumed that the provisions in any other documents relating to the transactions covered by this opinion, which we have not reviewed, are not inconsistent with or do not contradict the Reviewed Documents or the opinions stated herein for the respective Opinion Guarantor. We have, with your consent, conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing Reviewed Documents, the statements and information set forth therein and the additional matters recited or assumed herein for the respective Opinion Guarantor, all of which we have assumed to be true, complete and accurate in all material respects.

II. OPINIONS

A. With respect to California Guarantor, based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion:

1. The California Guarantor is a validly existing limited liability company under the laws of the State of California.

2. The execution and delivery of the Indenture and the Guarantees have been duly authorized by all necessary limited liability company action on the part of the California Guarantor.

B. With respect to Georgia Guarantor, based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion:

1. The Georgia Guarantor is a validly existing limited liability company under the laws of the State of Georgia.

2. The execution and delivery of the Indenture and the Guarantees have been duly authorized by all necessary limited liability company action of the Georgia Guarantor.

C. With respect to New Jersey Guarantor, based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion:

1. The New Jersey Guarantor is a validly existing limited liability company under the laws of the State of New Jersey.

2. The execution and delivery of the Indenture and the Guarantees have been duly authorized by all necessary limited liability company action of the New Jersey Guarantor.

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 5

 

D. With respect to Nevada Guarantor, based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion:

1. The Nevada Guarantor is a validly existing corporation under the laws of the State of Nevada.

2. The execution and delivery of the Indenture and the Guarantees have been duly authorized by all necessary corporate action of the Nevada Guarantor.

III. ASSUMPTIONS AND QUALIFICATIONS

The opinions expressed in Section II above are subject to the following assumptions and qualifications to which you have consented:

(a) We have assumed that each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each document are genuine and each natural person signing each of the documents as or on behalf of the parties thereto has the legal capacity under all applicable laws and regulations.

(b) We have assumed that the Indenture, upon its execution and delivery, will (i) constitute the legal, valid, and binding agreements of each party thereto enforceable against each such party thereto, (ii) have been duly and validly authorized by each party thereto (other than as specifically set forth in Section II above with respect to each of the Opinion Guarantors), (iii) have been duly and validly executed and delivered by each party thereto and (iv) not require any approvals, waivers or consents which have not been obtained to authorize the execution and delivery of the Indenture(s).

(c) As to any facts material to the opinions expressed herein, we have made no independent investigation of such facts and have relied upon the respective Reviewed Documents, including the certificates of governmental officials and the officer’s certification of each of the Opinion Guarantors.

(d) In rendering our opinion in paragraph A.1 of Section II above, we have relied, with your permission, solely upon the California Existence Certificate. In rendering our opinion in paragraph B.1 of Section II above, we have relied, with your permission, solely upon the Georgia Existence Certificate. In rendering our opinion in paragraph C.1 of Section II above, we have relied, with your permission, solely upon the New Jersey Existence Certificate. In rendering our opinion in paragraph D.1 of Section II above, we have relied, with your permission, solely upon the Nevada Existence Certificate.

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 6

 

(e) We have assumed that the execution and delivery of the Indenture(s) and the performance of the obligations thereunder of the parties thereto and the issuance and sale of the Preferred Stock pursuant to the Registration Statement, do not and will not contravene, violate or constitute a default under (i) the formation and organizational documents of any such party, (ii) any lease, indenture, instrument or other agreement or commitment to which any party to any such document or its property is subject, (iii) any Federal, state or other law, rule or regulation to which any party to any such document is subject, (iv) any judicial or administrative judgment, order or decree of any governmental authority or (v) the law of any jurisdiction where such obligations are to be incurred or performed.

(f) The opinions set forth in Section II above are limited to the form of Indenture you have provided to us and we express no opinion, whether by implication or otherwise, as to any other document or agreement, including any other document or agreement referred to or incorporated therein by reference.

(g) We express no opinion herein with respect to the enforceability of the Indenture, the Debt Securities, the Preferred Stock, the Guarantees or any of the other Securities or any provision of the Indenture, Debt Securities, the Preferred Stock, the Guarantees or any certificate, amendment, supplement or other document executed, filed and/or delivered in connection therewith.

(h) With respect to our opinions in Section II.A above, we express no opinion as to the laws of any jurisdiction other than the substantive laws of the State of California which in our experience are normally applicable to the California Guarantor, and we assume the power and authority of each person and entity, other than the California Guarantor, to execute, deliver and perform each document examined by us and to do each other act done or to be done by such person or entity for the authorization, execution and delivery by such person or entity of each document examined by us or to be executed and delivered by such person or entity in connection with the transactions contemplated by the Indenture(s). With respect to our opinions in Section II.B above, we express no opinion as to the laws of any jurisdiction other than the substantive laws of the State of Georgia which in our experience are normally applicable to the Georgia Guarantor, and we assume the power and authority of each person and entity, other than the Georgia Guarantor, to execute, deliver and perform each document examined by us and to do each other act done or to be done by such person or entity for the authorization, execution and delivery by such person or entity of each document examined by us or to be executed and delivered by such person or entity in connection with the transactions contemplated by the Indenture(s). With respect to our opinions in Section II.C above, we express no opinion as to the laws of any jurisdiction other than the substantive laws of the State of New Jersey which in our experience are normally applicable to the New Jersey Guarantor, and we assume the power and authority of each person and entity, other than the New Jersey Guarantor, to execute, deliver and perform each document examined by us and to do each other act done or to be done by such person or entity for the authorization, execution and delivery by such person or entity of each document examined by us or to be executed and delivered by such person or entity in connection with the transactions contemplated by the

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM


Nationstar Mortgage LLC

Re: Guarantors of Debt Securities for California, Georgia, New Jersey and Nevada

February 27, 2015

Page 7

 

Indenture(s). With respect to our opinions in Section II.D above, we express no opinion as to the laws of any jurisdiction other than the substantive laws of the State of Nevada which in our experience are normally applicable to the Nevada Guarantor.

(i) The opinions herein expressed are limited to the matters expressly set forth in this opinion letter, and no opinion is implied or may be inferred beyond the matters expressly so stated.

(j) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the Indenture, any Debt Securities or any shares of Preferred Stock issued pursuant thereto. The conduct of the parties to the Registration Statement, Indenture, any Debt Securities or the Preferred Stock issued pursuant thereto have complied with any requirements of good faith, fair dealing and conscionability.

IV. CONCLUSION

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm in the Registration Statement and related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

This letter (i) has been furnished to you at your request, (ii) is rendered in connection with the transactions contemplated by the Registration Statement and the Indenture(s) and may not be relied upon by any person other than the addressees hereof without our prior written consent, and (iii) is rendered as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any changes in or any new developments which might affect any matters or opinions set forth herein.

 

Respectfully submitted,
/s/ Greenberg Traurig
GREENBERG TRAURIG

 

GREENBERG TRAURIG, P.A.  ¡  ATTORNEYS AT LAW  ¡  WWW.GTLAW.COM