EX-5.0 2 dex50.htm OPINION OF GIBSON, DUNN & CRUTCHER LLP Opinion of Gibson, Dunn & Crutcher LLP

Exhibit 5.0

 

[Letterhead of Gibson, Dunn & Crutcher LLP]

 

May 26, 2005

 

(949) 451-3800   C 87007-01400
(949) 451-4220    

 

Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

 

  Re: Standard Pacific Corp.

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Standard Pacific Corp., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering of up to $100,000,000 in deferred compensation obligations (the “Obligations”), which will represent unsecured obligations of the Company to pay deferred compensation in the future, pursuant to the terms of the Standard Pacific Corp. 2005 Deferred Compensation Plan (the “Plan”).

 

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Obligations, when issued pursuant to the Registration Statement in accordance with the provisions of the Plan, will be legally issued and binding obligations of the Company, subject to (i) the effect of any bankruptcy, insolvency,


reorganization, moratorium, arrangement or similar laws affecting any rights and remedies of creditors generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP

 

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