EX-5.1 2 exhibitvsspopinion.htm OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP exhibitvsspopinion.htm
Exhibit 5.1

[LETTERHEAD OF VORYS, SATER, SEYMOUR AND PEASE LLP]

 
Writer’s Direct Dial Number
(614) 464-6400
 
June 26, 2007
 
M/I Homes, Inc.
3 Easton Oval
Suite 500
Columbus, OH  43219
 
 
We have acted as counsel to M/I Homes, Inc., an Ohio corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission on the date hereof in order to register an additional 1,200,000 common shares, $.01 par value per share (the “Common Shares”), under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), for issuance and delivery pursuant to awards granted and to be granted under M/I Homes, Inc. 1993 Stock Incentive Plan as Amended (the “Plan”).
 
In connection with rendering this opinion, we have examined, to the extent deemed necessary, originals or copies of: (a) the Registration Statement; (b) the Plan; (c) the Company’s Amended and Restated Articles of Incorpora­tion, as currently in effect (the “Articles”); (d) the Company’s Amended and Restated Regulations, as currently in effect (the “Regulations); and (e) certain corporate records of the Company, including resolu­tions adopted by the directors of the Company and by the shareholders of the Company.  We have also relied upon such oral or written representations of the officers of the Company and examined such authorities of law as we have deemed relevant as a basis for this opinion.
 
In our examination of the aforesaid documents, we have assumed, without independent investigation, the authenticity of such documents, the correctness of the information contained in all such documents, the genuineness of all signatures, the legal capacity of all individuals who have executed any of such documents, the authority of all individuals entering and main­taining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of documents.
 
We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.
 
As used herein, the phrase “validly issued” means that the particular action has been authorized by all necessary corporate action of the Company and that the Company has the corporate authority to take such action under Chapter 1701 of the Ohio Revised Code (the “Ohio General Corporation Law”) and the Articles and the Regulations.
 
Based upon and subject to the foregoing and the qualifications and limitations set forth below, as of the date hereof, we are of the opinion that the additional 1,200,000 Common Shares to be registered under the Act for issuance and delivery under the Plan, when issued, delivered and paid for, as appropriate, in the manner provided and for the consideration prescribed in the Plan and in any award agreements entered into by participants in the Plan with the Company as contemplated by the Plan, pursuant to which such additional 1,200,000 Common Shares will be issued and delivered under the Plan, will be validly issued, fully paid and non-assessable, assuming compliance with applicable securities laws.
 
 
This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.
 
 This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the additional 1,200,000 Common Shares covered by the Registration Statement pursuant to the Plan and the filing of the Registration Statement and any amendments thereto.  This opinion may not be relied upon by any other person or for any other purpose.
 
Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us therein.  By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations.
 
Except in connection with the Registration Statement as aforesaid, no portion of this opinion may be quoted or otherwise used by any person without our prior written consent.
 
 
/s/ Vorys, Sater, Seymour and Pease LLP
 
VORYS, SATER, SEYMOUR AND PEASE LLP