EX-5.1 2 dex51.htm OPINION OF GIBSON, DUNN & CRUTCHER LLP. Opinion of Gibson, Dunn & Crutcher LLP.

Exhibit 5.1

[Gibson, Dunn & Crutcher LLP Letterhead]

February 23, 2007

 

(949) 451-3800    C 87007-01447

(949) 451-4220

Standard Pacific Corp.

15326 Alton Parkway

Irvine, CA 92618

 

  Re: Standard Pacific Corp.
       Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (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”), on the date hereof, in connection with the offering and sale from time to time of the following: (i) one or more series of the Company’s debt securities (the “Debt Securities”), which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, and which may include guarantees of the Debt Securities (the “Guarantees”) by certain of the direct and indirect subsidiaries of the Company (the “Guarantors”); (ii) shares of the Company’s common stock, par value $.01 per share (the “Common Stock”); (iii) shares of the Company’s preferred stock, par value $.01 per share (the “Preferred Stock”); and/or (iv) warrants to purchase Debt Securities, Preferred Stock or Common Stock (the “Warrants”). The Debt Securities, Guarantees, Preferred Stock, Common Stock and Warrants are collectively referred to herein as the “Securities.” The Guarantors incorporated or formed pursuant to the laws of the State of Florida are collectively referred to herein as the “Florida Guarantors.”

For the purpose of rendering this opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances, and in that connection we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, certificates of officers or other representatives of the Company or the Guarantors, and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering this opinion.

In our examination, we have assumed without independent verification (i) the legal capacity and competency of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such


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latter documents and (v) the power and authority of all persons other than the Company and the Guarantors signing such documents to execute, deliver and perform under such documents, and the valid authorization, execution and delivery of such documents by such other persons. 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 or other representatives of the Company, the Guarantors and others.

On the basis of, and in reliance on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein and subject to completion of the corporate or other entity action proposed to be taken by the Company and the Guarantors based on the type of Security to be issued, including without limitation (i) the due authorization of the issuance and reservation for issuance of the Common Stock and Preferred Stock, (ii) in connection with the Preferred Stock, the due authorization, approval and filing of the Certificate of Designations with respect thereto, (iii) the due authorization, execution and delivery of the Indenture(s) or supplemental indentures pursuant to which the Debt Securities and Guarantees will be issued (the “Indenture”), (iv) the due establishment of the specific terms of the Debt Securities to be issued under the Indenture in accordance with the terms thereof, and (v) the due authorization, execution and delivery of the Warrant Agreement(s) relating to the Warrants (the “Warrant Agreement”), as the case may be, each in materially the form filed or to be filed as an exhibit to the Registration Statement, by amendment, by incorporation by reference or by Current Reports on Form 8-K), we are of the opinion that:

1. With respect to the Debt Securities and related Guarantees, when the Debt Securities and related Guarantees, in substantially the form contained in the Indenture, shall have been authorized, executed, authenticated and delivered in accordance with the terms of the applicable Indenture, including receipt of the consideration set forth therein, the Debt Securities will be valid and binding obligations of the Company and the Guarantees will be valid and binding obligations of the Guarantors, enforceable against the Company and the Guarantors in accordance with their terms.

2. With respect to the Common Stock to be offered by the Company, assuming the consideration offered in exchange for the shares is valid consideration under state law, when the Company receives consideration per share for the Common Stock in such an amount (not less than the par value per share) as may be determined by the Board of Directors of the Company, such Common Stock will be validly issued, fully paid and non-assessable.

3. With respect to the Preferred Stock, assuming the consideration offered in exchange for the shares is valid consideration under state law, when issued pursuant to the Certificate of Designations to be filed pursuant to Section 151 of the Delaware General Corporation Law in materially the form to be filed as an exhibit to the Registration Statement (the “Certificate of Designations”) and when the Company receives consideration per share for the Preferred Stock in such an amount (not less than the par value per share) as may be determined by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and non-assessable.


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4. With respect to the Warrants, when the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered, delivered and authenticated in accordance with the terms authorized by the Board of Directors of the Company, and the applicable Warrant Agreement, upon payment of the consideration in such an amount as may be determined by the Board of Directors of the Company, the Warrants shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions set forth herein are subject to the following further assumptions, qualifications, limitations and exceptions:

A.       At or prior to the time of the delivery of any Security:

(i) the Board of Directors of the Company and the authorized governing bodies of the Guarantors, as applicable, shall have duly established the terms of such Security, and the Board of Directors of the Company and the authorized governing bodies of the Guarantors, as applicable, and if necessary the stockholders of the Company and the equity holders of the Guarantors, as applicable, shall have duly authorized and taken any other necessary corporate or other entity action to approve the issuance and sale of such Security in conformity with the Certificate of Incorporation and bylaws of the Company and the constituent instruments of the Guarantors, as applicable, each as amended through such time, and such authorizations shall remain in effect and unchanged at all times during which the Securities are offered and shall not have been modified or rescinded (subject to the further assumption that the sale of any Security takes place in accordance with such authorization);

(ii) the Registration Statement, and any amendments thereto (including post-effective amendments) will have been filed under the Securities Act and the effectiveness thereof upon such filing shall not have been terminated or rescinded;

(iii) a preliminary prospectus supplement, a final prospectus supplement and one or more free writing prospectuses (collectively, the “Offering Documents”) will be prepared and duly filed with the Commission describing the Securities offered thereby;

(iv) the terms of the Securities do not violate any applicable law, any debt securities of the Company or any of the Guarantors or result in a default or breach of any agreement binding upon the Company or any of the Guarantors, and comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over the Company or any of the Guarantors;

(v) all Securities will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate Offering Documents and there will not have occurred any change in law affecting the validity or enforceability of such Securities;


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(vi) with respect to Debt Securities and Guarantees, the applicable trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and a Form T-1 shall have been properly filed as an exhibit to the Registration Statement (to the extent not heretofore filed);

(vii) upon issuance of the Common Stock or Preferred Stock, including upon exercise or conversion of any Security exercisable for or convertible into Common Stock or Preferred Stock, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue;

(viii) in the case of an Indenture, Certificate of Designations or Warrant Agreement or other agreement pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the opinions rendered herein; and

(ix) in the case of an underwritten offering, the applicable underwriting agreement shall have been duly authorized, executed and delivered and the Securities so offered shall have been issued and sold in accordance with the terms and conditions of the applicable underwriting agreement.

B.       Our opinions set forth above in paragraphs 1 and 4 are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers), (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. With respect to such opinions, we express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.

C.       We have assumed that each Florida Guarantor is validly existing, and in each case, in good standing under the laws of the State of Florida; and each Florida Guarantor has all requisite power and authority to execute, deliver and perform its obligations under the Indenture and its respective Guarantee.

D.       This opinion is limited to the current laws of the States of New York and California, the current federal laws of the United States, and to the limited extent set forth below, the current laws of the State of Delaware, and to the current judicial interpretations thereof and to the facts as they exist on the date hereof. We are not admitted to practice law in the State of Delaware, but we are generally familiar with the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, each as currently in effect, and have made such inquiries as we considered necessary to render our opinion. We assume no obligation to revise or supplement our opinions should the present laws, or the interpretation thereof, be changed in respect of any circumstances or events that occur subsequent to the date hereof.


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You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws referred to above as in effect on the date hereof. We understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable Offering Documents) and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

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 promulgated thereunder.

Very truly yours,

/s/ GIBSON, DUNN & CRUTCHER LLP