S-3ASR

As filed with the Securities and Exchange Commission on August 7, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

D.R. HORTON, INC.

Co-registrants are listed on the following pages.

(Exact name of registrant as specified in its charter)

Delaware	75-2386963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
301 Commerce Street, Suite 500 Fort Worth, Texas 76102 (817) 390-8200	Thomas B. Montano Vice President, Corporate & Securities Counsel 301 Commerce Street, Suite 500 Fort Worth, Texas 76102 (817) 390-8200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

The Commission is requested to mail copies of all orders, notices and communications to:

Robyn E. Zolman

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 4200

Denver, Colorado 80202-2641

(303) 298-5700

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Amount of registration fee
Debt Securities, Preferred Stock (par value $.10 per share), Depositary Shares, Common Stock (par value $.01 per share), Warrants, Stock Purchase Contracts and Stock Purchase Units(2)
Guarantees of Debt Securities by direct and indirect subsidiaries of D.R. Horton, Inc.(3)(4)	(1)	(1)
Units comprising one or more classes of securities above

(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), D.R. Horton, Inc. is deferring payment of all of the registration fee.

(2) Includes an indeterminate number of shares of common stock which may be issued upon conversion of preferred stock or debt securities, which are being registered; an indeterminate amount or number of debt securities and shares of common stock and preferred stock which may be issued upon exercise of warrants, which are being registered; and an indeterminate number of shares of common stock which may be issued upon settlement of stock purchase contracts, which are being registered.

(3) Pursuant to Rule 457(n), no separate fee for the guarantees is payable.

(4) See the following page for a list of the subsidiary guarantors.

The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the debt securities issued hereunder and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o D.R. Horton, Inc., 301 Commerce Street, Suite 500, Fort Worth, Texas 76102, (817) 390-8200.

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
C. Richard Dobson Builders, Inc.	Virginia	54-1082672
CH Investments of Texas, Inc.	Delaware	86-0831611
CHI Construction Company	Arizona	86-0533370
CHTEX of Texas, Inc.	Delaware	74-2791268
Continental Homes, Inc.	Delaware	86-0515339
Continental Homes of Texas, L.P.	Texas	74-2791904
Continental Residential, Inc.	California	86-0596757
D.R. Horton — Crown, LLC	Delaware	46-1022394
D.R. Horton — Emerald, Ltd.	Texas	75-2926873
D.R. Horton — Regent, LLC	Delaware	46-1018273
D.R. Horton — Schuler Homes, LLC	Delaware	02-0548194
D.R. Horton — Texas, Ltd.	Texas	75-2491320
D.R. Horton BAY, Inc.	Delaware	65-1218940
D.R. Horton CA2, Inc.	California	75-2569592
D.R. Horton CA3, Inc.	Delaware	75-2926871
D.R. Horton Cruces Construction, Inc.	Delaware	65-1218942
D.R. Horton, Inc. — Birmingham	Alabama	62-1666398
D.R. Horton, Inc. — Chicago	Delaware	75-2795240
D.R. Horton, Inc. — Dietz-Crane	Delaware	75-2926868
D.R. Horton, Inc. — Greensboro	Delaware	75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware	75-2926872
D.R. Horton, Inc. — Huntsville	Delaware	20-4973832
D.R. Horton, Inc. — Jacksonville	Delaware	75-2460269
D.R. Horton, Inc. — Louisville	Delaware	75-2636512
D.R. Horton, Inc. — Minnesota	Delaware	75-2527442
D.R. Horton, Inc. — New Jersey	Delaware	75-2665362
D.R. Horton, Inc. — Portland	Delaware	75-2763765
D.R. Horton, Inc. — Torrey	Delaware	75-2689997
D.R. Horton LA North, Inc.	Delaware	65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California	75-2589298
D.R. Horton Management Company, Ltd.	Texas	75-2436079
D.R. Horton Materials, Inc.	Delaware	75-2926870
D.R. Horton Serenity Construction, LLC	Delaware	75-2926876
D.R. Horton VEN, Inc.	California	75-2589293
DRH Cambridge Homes, Inc.	California	75-2589359
DRH Cambridge Homes, LLC	Delaware	75-2797879
DRH Construction, Inc.	Delaware	75-2633738
DRH Regrem VII, LP	Texas	75-2926874
DRH Regrem XII, LP	Texas	65-1218943
DRH Regrem XIV, Inc.	Delaware	20-4974035
DRH Regrem XV, Inc.	Delaware	20-4974123
DRH Regrem XVI, Inc.	Delaware	20-4974218
DRH Regrem XVII, Inc.	Delaware	20-4974283
DRH Regrem XVIII, Inc.	Delaware	20-4974344
DRH Regrem XIX, Inc.	Delaware	20-4974420

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Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
DRH Regrem XX, Inc.	Delaware	20-4974895
DRH Regrem XXI, Inc.	Delaware	20-4975007
DRH Regrem XXII, Inc.	Delaware	20-4975092
DRH Regrem XXIII, Inc.	Delaware	20-4975165
DRH Regrem XXIV, Inc.	Delaware	20-4975234
DRH Regrem XXV, Inc.	Delaware	75-2440439
DRH Regrem XXIX, LLC	Delaware	46-1038842
DRH Regrem XXX, LLC	Delaware	46-1040657
DRH Regrem XXXI, LLC	Delaware	47-4619674
DRH Regrem XXXII, LLC	Delaware	47-4632353
DRH Regrem XXXIII, LLC	Delaware	47-4645825
DRH Regrem XXXIV, LLC	Delaware	47-4659801
DRH Regrem XXXV, LLC	Delaware	47-4670290
DRH Regrem XXXVI, LLC	Delaware	47-4681214
DRH Regrem XXXVII, LLC	Delaware	47-4681366
DRH Regrem XXXVIII, LLC	Delaware	47-4670415
DRH Regrem XXXIX, LLC	Delaware	47-4659972
DRH Regrem XL, LLC	Delaware	47-4654463
DRH Southwest Construction, Inc.	California	75-2589289
DRH Tucson Construction, Inc.	Delaware	75-2709796
HPH Homebuilders 2000 L.P.	California	68-0368156
KDB Homes, Inc.	Delaware	86-0565376
Meadows I, Ltd.	Delaware	75-2436082
Meadows II, Ltd.	Delaware	51-0342206
Meadows VIII, Ltd.	Delaware	75-2824511
Meadows IX, Inc.	New Jersey	75-2684821
Meadows X, Inc.	New Jersey	75-2684823
Melmort Co.	Colorado	84-1261600
Melody Homes, Inc.	Delaware	88-0309544
Pacific Ridge — DRH, LLC	Delaware	46-1030683
Schuler Homes of Arizona LLC	Delaware	99-0350555
Schuler Homes of California, Inc.	California	99-0328127
Schuler Homes of Oregon, Inc.	Oregon	99-0330791
Schuler Homes of Washington, Inc.	Washington	99-0329483
Schuler Mortgage, Inc.	Delaware	99-0349664
Schuler Realty Hawaii, Inc.	Hawaii	99-0290556
SGS Communities at Grande Quay L.L.C.	New Jersey	22-3481784
SHA Construction LLC	Delaware	86-1002579
SHLR of California, Inc.	California	99-0350554
SHLR of Colorado, Inc.	Colorado	99-0336801
SHLR of Nevada, Inc.	Nevada	99-0343628
SHLR of Utah, Inc.	Utah	99-0336937
SHLR of Washington, Inc.	Washington	99-0334375
SRHI LLC	Delaware	99-0343629
SSHI LLC	Delaware	91-1842222
Vertical Construction Corporation	Delaware	22-3216488
Western Pacific Funding, Inc.	California	68-0346564
Western Pacific Housing, Inc.	Delaware	95-4887164
Western Pacific Housing, L.P.	California	33-0634552
Western Pacific Housing — Antigua, LLC	Delaware	95-4750872

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Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Western Pacific Housing — Aviara, L.P.	California	95-4550008
Western Pacific Housing — Boardwalk, LLC	Delaware	95-4871227
Western Pacific Housing — Broadway, LLC	Delaware	95-4850687
Western Pacific Housing — Canyon Park, LLC	Delaware	95-4716219
Western Pacific Housing — Carmel, LLC	Delaware	95-4717091
Western Pacific Housing — Carrillo, LLC	Delaware	95-4815705
Western Pacific Housing — Communications Hill, LLC	Delaware	95-4637162
Western Pacific Housing — Copper Canyon, LLC	Delaware	95-4817406
Western Pacific Housing — Creekside, LLC	Delaware	95-4769848
Western Pacific Housing — Culver City, L.P.	California	95-4539563
Western Pacific Housing — Del Valle, LLC	Delaware	95-4887242
Western Pacific Housing — Lomas Verdes, LLC	Delaware	95-4783214
Western Pacific Housing — Lost Hills Park, LLC	Delaware	95-4652041
Western Pacific Housing — McGonigle Canyon, LLC	Delaware	95-4735759
Western Pacific Housing — Mountaingate, L.P.	California	95-4539564
Western Pacific Housing — Norco Estates, LLC	Delaware	95-4686652
Western Pacific Housing — Oso, L.P.	California	95-4496774
Western Pacific Housing — Pacific Park II, LLC	Delaware	95-4636584
Western Pacific Housing — Park Avenue East, LLC	Delaware	52-2350169
Western Pacific Housing — Park Avenue West, LLC	Delaware	95-4888647
Western Pacific Housing — Playa Vista, LLC	Delaware	95-4879655
Western Pacific Housing — Poinsettia, L.P.	California	95-4619838
Western Pacific Housing — River Ridge, LLC	Delaware	95-4870837
Western Pacific Housing — Robinhood Ridge, LLC	Delaware	95-4838666
Western Pacific Housing — Santa Fe, LLC	Delaware	95-4741001
Western Pacific Housing — Scripps, L.P.	California	95-4608187
Western Pacific Housing — Scripps II, LLC	Delaware	95-4688133
Western Pacific Housing — Seacove, L.P.	California	95-4473471
Western Pacific Housing — Studio 528, LLC	Delaware	95-4877069
Western Pacific Housing — Terra Bay Duets, LLC	Delaware	95-4878114
Western Pacific Housing — Torrance, LLC	Delaware	95-4879653
Western Pacific Housing — Torrey Commercial, LLC	Delaware	95-4769208
Western Pacific Housing — Torrey Meadows, LLC	Delaware	95-4878113
Western Pacific Housing — Torrey Multi-Family, LLC	Delaware	95-4781243
Western Pacific Housing — Torrey Village Center, LLC	Delaware	95-4837541
Western Pacific Housing — Vineyard Terrace, LLC	Delaware	95-4761820
Western Pacific Housing — Windemere, LLC	Delaware	95-4879656
Western Pacific Housing — Windflower, L.P.	California	95-4504317
Western Pacific Housing Management, Inc.	California	95-4692688
WPH — Camino Ruiz, LLC	Delaware	95-4802985

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PROSPECTUS

D.R. Horton, Inc.

Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

Guarantees of Debt Securities

Units of These Securities

We will provide specific terms of these securities in supplements to this prospectus at the time we offer or sell any of these securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

Investing in these securities involves risks. See “Risk Factors” on page 1 of this prospectus, in the applicable prospectus supplement we will deliver with this prospectus and in the documents incorporated herein and therein by reference.

Our common stock is listed on the New York Stock Exchange under the symbol “DHI.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated August 7, 2015

We have not authorized anyone to provide you with any information or to make any representation that is different from, or in addition to, the information contained in this prospectus or any documents incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or representations that others may make. You should not assume that the information contained in this prospectus, or the information contained in any document incorporated by reference in this prospectus, is accurate as of any date other than the date of each such document, unless the information specifically indicates that another date applies.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS		ii
RISK FACTORS		1
THE COMPANY		1
SECURITIES WE MAY OFFER		2
USE OF PROCEEDS		3
RATIO OF EARNINGS TO FIXED CHARGES		3
DESCRIPTION OF DEBT SECURITIES		4
DESCRIPTION OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES		10
DESCRIPTION OF WARRANTS		14
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		15
DESCRIPTION OF UNITS		16
PLAN OF DISTRIBUTION		17
LEGAL MATTERS		19
EXPERTS		19
WHERE YOU CAN FIND MORE INFORMATION		20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		20

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

Unless the context otherwise requires, the terms the “Company,” “we” and “our” refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and subsidiaries.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus may be construed as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning. Any or all of the forward-looking statements included or incorporated by reference in this prospectus may not approximate actual experience, and the expectations derived from them may not be realized, due to risks, uncertainties and other factors. As a result, actual results may differ materially from the expectations or results we discuss in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

• potential deterioration in homebuilding industry conditions or general economic conditions;

• the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions;

• constriction of the credit markets, which could limit our ability to access capital and increase our costs of capital;

• reductions in the availability of mortgage financing and the liquidity provided by government-sponsored enterprises, the effects of government programs, a decrease in our ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates;

• the risks associated with our land and lot inventory;

• home warranty and construction defect claims;

• supply shortages and other risks of acquiring land, building materials and skilled labor;

• reductions in the availability of performance bonds;

• increases in the costs of owning a home;

• the impact of an inflationary, deflationary or higher interest rate environment;

• the effects of governmental regulations and environmental matters on our homebuilding operations;

• the effects of governmental regulations on our financial services operations;

• our substantial debt and our ability to comply with related debt covenants, restrictions and limitations;

• competitive conditions within the homebuilding and financial services industries;

• our ability to effect our growth strategies or acquisitions successfully;

• our ability to realize the full amount of our deferred income tax assets;

• the effects of the loss of key personnel;

• the effects of negative publicity; and

• information technology failures and data security breaches.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent documents incorporated by reference in this prospectus should be consulted. Additional information about issues that could lead to material changes in performance and risk factors that have the potential to affect us is contained in our annual report on Form 10-K for the fiscal year ended September 30, 2014 and our quarterly

ii

reports on Form 10-Q for the quarters ended December 31, 2014, March 31, 2015 and June 30, 2015, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are filed with the Securities and Exchange Commission (“SEC”). See “Incorporation of Certain Documents by Reference” as well as the applicable prospectus supplement.

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RISK FACTORS

Investing in our securities involves risks. Our business is influenced by many factors that are difficult to predict and beyond our control and that involve uncertainties that may materially affect our results of operations, financial condition or cash flows, or the value of these securities. These risks and uncertainties include those described in the risk factors and other sections of the documents that are incorporated by reference in this prospectus. Subsequent prospectus supplements may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under the prospectus supplements. You should carefully consider these risks and uncertainties and all of the information contained in or incorporated by reference in this prospectus and in the applicable prospectus supplement before you invest in our securities.

THE COMPANY

D.R. Horton, Inc. is the largest homebuilding company by volume in the United States. We construct and sell homes through our operating divisions in 79 markets in 27 states, under the names of D.R. Horton, America’s Builder, Express Homes, Emerald Homes, Breland Homes, Regent Homes, Crown Communities and Pacific Ridge Homes. Our homebuilding operations primarily include the construction and sale of single-family homes with sales prices generally ranging from $100,000 to more than $1,000,000. For the year ended September 30, 2014, we closed 28,670 homes with an average closing price of approximately $272,200. For the nine months ended June 30, 2015, we closed 26,072 homes with an average closing price of approximately $284,500. For the three months ended June 30, 2015, we closed 9,856 homes with an average closing price of approximately $290,000.

Through our financial services operations, we provide mortgage financing and title agency services to homebuyers in many of our homebuilding markets. DHI Mortgage, our 100% owned subsidiary, provides mortgage financing services primarily to our homebuilding customers and generally sells the mortgages it originates and the related servicing rights to third-party purchasers. DHI Mortgage originates loans in accordance with purchaser guidelines and sells substantially all of its mortgage production shortly after origination. Our subsidiary title companies serve as title insurance agents by providing title insurance policies, examination and closing services, primarily to our homebuilding customers.

Our financial reporting segments consist of six homebuilding segments and a financial services segment. Our homebuilding operations are the most substantial part of our business, comprising approximately 98% of consolidated revenues for both the year ended September 30, 2014 and the nine months ended June 30, 2015. Our homebuilding operations generate most of their revenues from the sale of completed homes, with a lesser amount from the sale of land and lots. Approximately 90% and 91% of home sales revenues were generated from the sale of single-family detached homes in the year ended September 30, 2014 and the nine months ended June 30, 2015, respectively. The remainder of home sales revenues were generated from the sale of attached homes, such as town homes, duplexes, triplexes and condominiums, which share common walls and roofs. Our financial services segment generates its revenues from originating and selling mortgages and collecting fees for title insurance agency and closing services.

For more information about our business, please refer to the “Business” section in our most recent annual report on Form 10-K filed with the SEC and incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC and incorporated by reference in this prospectus.

Our principal executive offices are located at 301 Commerce Street, Suite 500, Fort Worth, Texas 76102. Our telephone number is (817) 390-8200, and our Internet website address is www.drhorton.com. Information on or connected to our Internet website is not a part of this prospectus.

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SECURITIES WE MAY OFFER

Types of Securities

The types of securities that we may offer and sell from time to time by this prospectus are:

• debt securities, which we may issue in one or more series and which may include provisions regarding conversion or exchange of the debt securities into our common stock or other securities;

• guarantees of the debt securities by certain of our subsidiaries;

• preferred stock, which we may issue in one or more series;

• depositary shares;

• common stock;

• warrants entitling the holders to purchase common stock, preferred stock, depositary shares, debt securities or other securities;

• stock purchase contracts;

• stock purchase units;

• units of the above securities; or

• any derivative security of a security listed above or any security listed above containing a derivative feature such as a put or call option.

When we sell securities, we will determine the amounts of securities we will sell and the prices and other terms on which we will sell them.

Additional Information

We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of particular securities which we may offer in the future. In each prospectus supplement we will include, among other things, the following information:

• the type and amount of securities that we propose to sell;

• the initial public offering price of the securities;

• the names of the underwriters, agents or dealers, if any, through or to which we will sell the securities;

• the compensation, if any, of those underwriters, agents or dealers;

• the plan of distribution for the securities;

• if applicable, information about securities exchanges on which the securities will be listed;

• material United States federal income tax considerations applicable to the securities;

• any material risk factors associated with the securities; and

• any other material information about the offer and sale of the securities.

In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. In that case, the prospectus supplement should be read as superseding this prospectus. For more details on the terms of the securities, you should read the exhibits filed with our registration statement, of which this prospectus is a part. You should also read both this prospectus and the applicable prospectus supplement, together with the information described under the heading “Incorporation of Certain Documents by Reference.”

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USE OF PROCEEDS

Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes. These purposes may include:

• providing additional working capital to our business operations;

• acquiring and developing land;

• constructing new homes;

• acquiring companies in homebuilding or other businesses;

• repaying or repurchasing existing debt; and

• purchasing other investments.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the nine months ended June 30, 2015 and for the five years ended September 30, 2014:

Nine Months Ended June 30, 2015	Year Ended September 30,
	2014		2013		2012		2011		2010
6.91x		4.95x		4.40x		2.86x		1.18x		1.75x

For purposes of computing the ratio of earnings to fixed charges, earnings consist of income, including distributions received from equity investments, before income taxes, interest expensed, interest amortized to cost of sales and income attributable to noncontrolling interests. Fixed charges consist of interest incurred, whether expensed or capitalized, including amortization of debt issuance costs, if applicable, and the portion of rent expense deemed to represent interest.

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DESCRIPTION OF DEBT SECURITIES

We may issue debt securities under one or more indentures entered into or to be entered into between us and American Stock Transfer & Trust Company, LLC, Brooklyn, New York, as trustee, or another trustee chosen by us, qualified to act as such under the Trust Indenture Act and appointed under an indenture. The indentures are or will be governed by the Trust Indenture Act.

The following is a summary of the indentures. It does not restate the indentures entirely. We urge you to read the indentures. We have filed the indentures as exhibits to the registration statement of which this prospectus is a part, and we will file the indentures we enter into and the supplemental indentures or authorizing resolutions with respect to particular series of debt securities as exhibits to current or other reports we file with the SEC. See “Where You Can Find More Information” for information on how to obtain copies of the indentures and the supplemental indentures or authorizing resolutions. You may also inspect copies of the documents for the particular series at the office of the trustee. References below to an “indenture” are references to the applicable indenture, as supplemented, under which a particular series of debt securities is issued.

Terms of the Debt Securities

Our debt securities will be unsecured obligations of D.R. Horton, Inc. We may issue them in one or more series. Authorizing resolutions or a supplemental indenture will set forth the specific terms of each series of debt securities. We will provide a prospectus supplement for each series of debt securities that will describe:

• the title of the debt securities and whether the debt securities are senior, senior subordinated, or subordinated debt securities;

• the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the series of debt securities, and, if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount;

• the percentage of the principal amount at which debt securities will be issued and, if other than the full principal amount thereof, the percentage of the principal amount of the debt securities that is payable if maturity of the debt securities is accelerated because of a default;

• the date or dates on which principal of the debt securities will be payable and the amount of principal which will be payable;

• the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or the method of calculation of such rate or rates, as well as the dates from which interest will accrue, the dates on which interest will be payable and the record date for the interest payable on any payment date;

• the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments;

• the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities that are in registered form can be presented for registration of transfer or exchange;

• the denominations in which the debt securities will be issuable, if different from $2,000 and multiples of $1,000 in excess thereof;

• any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities;

• the right, if any, of holders of the debt securities to convert or exchange them into our common stock or other securities of any kind of us or another obligor, including any provisions intended to prevent dilution of the conversion rights and, if so, the terms and conditions upon which such securities will be

4

so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto;

• any provisions requiring or permitting us to make payments to a sinking fund to be used to redeem debt securities or a purchase fund to be used to purchase debt securities;

• the terms, if any, upon which debt securities may be subordinated to our other indebtedness;

• any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default or covenants or other provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;

• whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;

• if debt securities are to be offered at an “original issue discount” as defined in paragraph (a) of section 1273 of the Internal Revenue Code, the tax effects thereof pursuant to the applicable provisions of the Internal Revenue Code;

• whether the debt securities will be issued in registered or bearer form and the terms of these forms;

• whether the debt securities will be issued, in whole or in part, in the form of a global security and, if applicable, the identity of the depositary for such global security;

• any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; and

• any other material terms of the debt securities, which may be different from the terms set forth in this prospectus.

Each prospectus supplement will describe, as to the debt securities to which it relates, any guarantees by our direct or indirect subsidiaries that may guarantee the debt securities, including the identity of the subsidiaries that will be the initial guarantors of the series and the terms of subordination, if any, of any such guarantee. The applicable prospectus supplement will also describe provisions for the release of guarantor subsidiaries from their guarantees.

The applicable prospectus supplement will also describe any material covenants to which a series of debt securities will be subject and the applicability of those covenants to any of our guarantor subsidiaries. The applicable prospectus supplement will also describe provisions for guarantor subsidiaries to cease to be restricted by those covenants.

Events of Default and Remedies

Unless otherwise described in the applicable prospectus supplement, an event of default with respect to any series of debt securities will be defined in the indenture or applicable supplemental indenture or authorizing resolution as being:

• our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days;

• our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon acceleration or otherwise;

• our failure or the failure of any guarantor subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt securities of such series, the guarantees (as they relate thereto) or the indenture (as they relate thereto) and such failure continues for a period of 60 days after our receipt of

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notice of the default from the trustee or from the holders of at least 25 percent in aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us or any guarantor of the debt securities (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will constitute an event of default with notice but without passage of time);

• the acceleration of any indebtedness (other than non-recourse indebtedness, as defined in the indenture) of us or any guarantor subsidiary that has an outstanding principal amount of $50 million or more, individually or in the aggregate, and such acceleration does not cease to exist, or such indebtedness is not satisfied, in either case within 30 days after such acceleration;

• our failure or the failure of any guarantor subsidiary to make any principal or interest payment in an amount of $50 million or more, individually or in the aggregate, in respect of indebtedness (other than non-recourse indebtedness, as defined in the indenture) of us or any guarantor subsidiary within 30 days of such principal or interest becoming due and payable (after giving effect to any applicable grace period set forth in the documents governing such indebtedness);

• certain events of bankruptcy, insolvency or reorganization occur with respect to us or any guarantor subsidiary that is a significant subsidiary (as defined in the indenture); or

• any guarantee of any guarantor subsidiary that is a significant subsidiary ceases to be in full force and effect (other than in accordance with the terms of such guarantee and the indenture) or is declared null and void and unenforceable or found to be invalid or any guarantor denies its liability under its guarantee (other than by reason of release of a guarantor from its guarantee in accordance with the terms of the indenture and the guarantee).

The indenture provides, or will provide, that the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of principal, premium, if any, or interest, if any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders of such series of debt securities to do so. The indenture provides, or will provide, that as long as any debt securities are outstanding we will be obligated to deliver written notice to the trustee of the occurrence of any default within 30 days after any of our senior officers obtains knowledge of such default.

The indenture provides, or will provide, that if any event of default (other than certain events of bankruptcy, insolvency or reorganization) has occurred and is continuing with respect to any series of debt securities, the trustee or the holders of not less than 25% in principal amount of such series of debt securities then outstanding may declare all the debt securities of such series to be due and payable immediately. If an event of default occurs due to certain events of bankruptcy, insolvency or reorganization as set forth in the indenture, all amounts due and payable on the debt securities of such series shall be due and payable immediately without any declaration, notice or other act by the trustee or any holder. However, the holders of a majority in principal amount of the debt securities of such series then outstanding by notice to the trustee may waive any existing default and its consequences with respect to such series of debt securities, other than any event of default in payment of principal or interest. Holders of a majority in principal amount of the then outstanding debt securities of any series may rescind an acceleration with respect to such series and its consequences, except an acceleration due to nonpayment of principal or interest on such series, if the rescission would not conflict with any judgment or decree and if all existing events of default with respect to such series have been cured or waived.

The holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.

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Defeasance

The indenture permits, or will permit, us and our guarantor subsidiaries to terminate all our respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

The indenture also permits, or will permit, us and our guarantor subsidiaries to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

In addition, the indenture permits, or will permit, us and our guarantor subsidiaries to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by depositing with the trustee money or U.S. government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will become due and payable at maturity within one year or are to be called for redemption within one year of the deposit.

Transfer and Exchange

A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

Without notice to or the consent of any holder, we and the trustee may amend or supplement the indenture or the debt securities of a series to:

• cure any ambiguity, omission, defect or inconsistency;

• comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us or any guarantor of the debt securities;

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• provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued;

• create a series and establish its terms;

• provide for uncertificated debt securities in addition to or in place of certificated debt securities;

• delete a guarantor subsidiary which, in accordance with the terms of the indenture, ceases to be liable on its guarantee of debt securities;

• add a guarantor subsidiary in respect of any series of debt securities;

• comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or

• make any change that does not adversely affect the rights of any holder.

With the exceptions discussed below, we and the trustee may amend or supplement the indenture or the debt securities of a particular series with the written consent of the holders of at least a majority in principal amount of the debt securities of such series then outstanding. In addition, the holders of a majority in principal amount of the debt securities of such series then outstanding may waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt securities, other than any event of default in payment of interest or principal. These consents and waivers may be obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities.

Without the consent of each holder affected, we and the trustee may not:

• reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;

• reduce the rate of or change the time for payment of interest, including defaulted interest;

• reduce the principal of or change the fixed maturity of any debt security or alter the provisions with respect to redemptions of debt securities;

• modify the ranking or priority of the debt securities or any guarantee, or, with respect to any subordinated debt securities, modify certain subordination provisions of the applicable indenture in any manner adverse to the holders of debt securities that are senior to such subordinated debt securities;

• release any guarantor from any of its obligations under its guarantee or the indenture except in accordance with the indenture;

• make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series;

• waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or

• make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture.

The right of any holder to participate in any consent required or sought pursuant to any provision of the indenture, and our obligation to obtain any such consent otherwise required from such holder, may be subject to the requirement that such holder shall have been the holder of record of debt securities with respect to which such consent is required or sought as of a record date fixed by us in accordance with the indenture.

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Concerning the Trustee

In the ordinary course of its business, American Stock Transfer and Trust Company, LLC, the initial trustee, provides, and may continue to provide, service to us as transfer agent for our common stock and trustee under indentures relating to our senior notes. The indenture contains, or will contain, limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any such claim as security or otherwise. The indenture permits, or will permit, the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign.

The indenture provides, or will provide, that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee may refuse to perform any duty or exercise any right or power under the indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The laws of the State of New York govern, or will govern, the indenture, the debt securities and the guarantees of the debt securities.

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DESCRIPTION OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES

Our authorized capital stock is 1,000,000,000 shares of common stock, $.01 par value, and 30,000,000 shares of preferred stock, $.10 par value. At August 3, 2015, 367,273,835 shares of common stock and no shares of preferred stock were outstanding.

Common Stock

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law. The holders are not entitled to cumulative voting in the election of directors. Directors are elected by the affirmative vote of the majority of votes cast at a meeting at which a quorum is present, except that if the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the shares represented in person or by proxy at the meeting and entitled to vote. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director.

Holders of common stock have no preemptive rights. They are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose. The common stock is not entitled to any sinking fund, redemption or conversion provisions. On our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in our net assets remaining after the payment of all creditors and liquidation preferences of preferred stock, if any. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. There will be a prospectus supplement relating to any offering of common stock offered by this prospectus.

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, LLC, which currently serves as trustee for our senior notes as described in “Description of Debt Securities — Concerning the Trustee” and may also serve as trustee under other indentures for debt securities offered by this prospectus.

The following provisions in our charter or bylaws may make a takeover of our company more difficult:

• an article in our charter prohibiting stockholder action by written consent;

• an article in our charter requiring the affirmative vote of the holders of two-thirds of the outstanding shares of common stock to remove a director;

• an article in our charter and a bylaw limiting the persons who may call special meetings of stockholders to our board of directors or a committee authorized to call a meeting by the board or the bylaws; and

• bylaws establishing an advance written notice procedure for stockholders seeking to nominate candidates for election to the board of directors or for proposing matters which can be acted upon at stockholders’ meetings.

These provisions may delay stockholder actions with respect to business combinations and the election of new members to our board of directors. As such, the provisions could discourage open market purchases of our common stock because a stockholder who desires to participate in a business combination or elect a new director may consider them disadvantageous. Additionally, the issuance of preferred stock could delay or prevent a change of control or other corporate action.

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Delaware Anti-Takeover Statute. As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” from engaging in a “business combination” with us for three years following the date that person became an interested stockholder, unless:

• before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by persons who are both directors and officers of our corporation or by certain employee stock plans; or

• on or following the date on which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 ²⁄₃% of our outstanding voting stock excluding shares held by the interested stockholder.

An “interested stockholder” is generally a person owning 15% or more of our outstanding voting stock. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.

Preferred Stock

We may issue preferred stock in series with any rights and preferences which may be authorized by our board of directors. We will distribute a prospectus supplement with regard to each particular series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:

• the title of the series of preferred stock;

• any limit upon the number of shares of the series of preferred stock which may be issued;

• the preference, if any, to which holders of the series of preferred stock will be entitled upon our liquidation;

• the date or dates on which we will be required or permitted to redeem the preferred stock;

• the terms, if any, on which we or holders of the preferred stock will have the option to cause the preferred stock to be redeemed or purchased;

• the voting rights, if any, of the holders of the preferred stock;

• the dividends, if any, which will be payable with regard to the series of preferred stock, which may be fixed dividends or participating dividends and may be cumulative or non-cumulative;

• the right, if any, of holders of the preferred stock to convert it into another class of our stock or securities, including provisions intended to prevent dilution of those conversion rights;

• any provisions by which we will be required or permitted to make payments to a sinking fund to be used to redeem preferred stock or a purchase fund to be used to purchase preferred stock; and

• any other material terms of the preferred stock.

Holders of shares of preferred stock will not have preemptive rights.

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Depositary Shares

General. We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we exercise this option, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction (to be set forth in the applicable prospectus supplement) of a share of a particular series of preferred stock.

The shares of any series of preferred stock underlying the depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us. The depositary will have its principal office in the United States and a combined capital and surplus of at least $50 million. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion, to the applicable fraction of a share of preferred stock underlying that depositary share, to all the rights and preferences of the preferred stock underlying that depositary share. Those rights may include dividend, voting, redemption and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement, which will be governed by New York law. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock underlying the depositary shares, in accordance with the terms of the offering. Copies of the forms of deposit agreement and depositary receipt will be filed as exhibits to current or other reports we file with the SEC. The following summary of the deposit agreement, the depositary shares and the depositary receipts is not complete. You should refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC in connection with the offering of the specific depositary shares.

Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form. These temporary depositary receipts entitle their holders to all the rights of definitive depositary receipts which are to be prepared without unreasonable delay. Temporary depositary receipts will then be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares relating to the preferred stock in proportion to the number of depositary shares owned by those holders.

If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the applicable holders.

Redemption of Depositary Shares. If a series of preferred stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of that series of preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable redemption fraction of the redemption price per share payable with respect to that series of the preferred stock. Whenever we redeem shares of preferred stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.

Voting the Preferred Stock. Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in such notice to the record holders of the depositary shares underlying the preferred stock. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred stock represented by the holder’s depositary shares. The depositary will then try, as far as practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with such instructions. We will agree to take all

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actions which may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not vote the shares of preferred stock to the extent it does not receive specific instructions from the holders of depositary shares underlying the preferred stock.

Amendment and Termination of the Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the depositary only if (a) all outstanding depositary shares have been redeemed or (b) there has been a final distribution of the underlying preferred stock in connection with our liquidation, dissolution or winding up and the preferred stock has been distributed to the holders of depositary receipts.

Charges of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and those other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.

Miscellaneous. The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock.

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary. The depositary may resign at any time by delivering notice to us of its election to resign. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock, preferred stock, depositary shares, debt securities or units of two or more of these types of securities. Each series of warrants will be issued under a separate warrant agreement governed by New York law to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with any offering of warrants.

We will distribute a prospectus supplement with regard to each issue of warrants. Each prospectus supplement will describe:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of warrants offered;

• the designation, number and terms of the common stock, preferred stock, depositary shares, debt securities or other securities that may be purchased upon exercise of the warrants and procedures by which the number of these securities may be adjusted;

• the exercise price of the warrants;

• the period during which you may exercise the warrants;

• any minimum or maximum amount of warrants that may be exercised at any one time;

• any provision adjusting the securities that may be purchased on exercise of the warrants, and the exercise price of the warrants, to prevent dilution or otherwise;

• if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

• any terms relating to the modification of the warrants;

• information with respect to book-entry procedures, if any;

• any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and

• any other material terms of the warrants.

Prior to the exercise of any warrants to purchase common stock, preferred stock, depositary shares, debt securities or other securities, holders of the warrants will not have any of the rights of holders of the common stock, preferred stock, depositary shares, debt securities or other securities purchasable upon exercise, including:

• in the case of warrants for the purchase of common stock, preferred stock or depositary shares, the right to vote or to receive any payments of dividends on the common stock, preferred stock or depositary shares purchasable upon exercise; or

• in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.

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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a fixed or varying number of shares of common stock, preferred stock or depositary shares at a future date or dates. The stock purchase contracts will be governed by New York law. The consideration per share of common stock, preferred stock or depositary shares may be fixed at the time stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately, or as part of stock purchase units consisting of a stock purchase contract and debt securities, preferred stock, depositary shares, debt obligations of third parties, including U.S. treasury securities, any other securities described in the applicable prospectus supplement, or any combination of the foregoing, in each case securing the holders’ obligations to purchase the common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase contracts or stock purchase units, as the case may be, or vice versa, and such payments may be unsecured or prefunded on some basis and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner and in certain circumstances we may deliver newly issued prepaid stock purchase contracts upon release to a holder of any collateral securing that holder’s obligations under the original stock purchase contract. Any one or more of the above securities, common stock or the stock purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell, as the case may be, the common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent as substitute collateral U.S. government securities with a principal amount at maturity equal to the collateral so released or the maximum number of shares deliverable by such holders under stock purchase contracts requiring the holders to sell common stock, preferred stock or depositary shares to us.

The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and, if applicable, prepaid stock purchase contracts. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contract, and, if applicable, collateral or depositary arrangements, relating to such stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will be discussed in the related prospectus supplement.

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DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, units will consist of one or more stock purchase contracts, warrants, debt securities, debt securities guarantees, preferred stock, common stock, depositary shares or any combination thereof. The units will be issued under a unit agreement that will be governed by New York law. You should refer to the applicable prospectus supplement for:

• all terms of the units and of the stock purchase contracts, warrants, debt securities, debt securities guarantees, shares of preferred stock, shares of common stock, depositary shares or any combination thereof comprising the units, including whether and under what circumstances the securities comprising the units may or may not be traded separately;

• a description of the terms of any unit agreement governing the units; and

• a description of the provisions for the payment, settlement, transfer or exchange of the units.

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PLAN OF DISTRIBUTION

Any of the securities being offered by this prospectus may be sold:

• through agents;

• to or through underwriters;

• through dealers;

• through brokers;

• directly by us to purchasers; or

• through a combination of any such methods of sale.

The securities may be sold at a fixed price or prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices or varying prices determined at the time of sale. The distribution of securities may be effected from time to time in one or more transactions by means of one or more of the following transactions, which may include cross or block trades:

• transactions on the New York Stock Exchange or any other organized market where the securities may be traded;

• in the over-the-counter market;

• in negotiated transactions;

• through put or call option transactions relating to the securities;

• under delayed delivery contracts or other contractual commitments; or

• a combination of such methods of sale.

Agents designated by us from time to time may solicit offers to purchase the securities. We will name any such agent involved in the offer or sale of the securities and set forth any commissions payable by us to such agent in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.

If underwriters are used in the sale of securities, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, we will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached. We will set forth in the prospectus supplement the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. Such compensation may be in the form of discounts, concessions or commissions. Underwriters and others participating in any offering of securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. We will describe any such activities in the prospectus supplement. We may elect to list any class or series of securities on any exchange, but we are not currently obligated to do so. It is possible that one or more underwriters, if any, may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities we may offer.

If a dealer is used in the sale of the securities, we or an underwriter will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. The prospectus supplement may set forth the name of the dealer and the terms of the transactions.

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If a broker is used in the sale of the securities, the broker will not acquire the securities, and we will sell the securities directly to the purchasers in the applicable market. These will be conducted as “at the market offerings” within the meaning of the Securities Act. The prospectus supplement will set forth the terms of our arrangement with the broker.

We may directly solicit offers to purchase the securities, and we may sell directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The prospectus supplement will describe the terms of any such sales, including the terms of any bidding, auction or other process, if utilized.

Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of ours, or engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

18

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP, has rendered an opinion with respect to the validity of the securities being offered by this prospectus. Certain matters of Alabama, Arizona, Hawaii, Nevada, New Jersey, Oregon, Utah, Virginia and Washington law will be passed upon for us by Thomas B. Montano, our Corporate and Securities Counsel. Mr. Montano is compensated by the Company as an employee, and has 109,000 options to purchase shares of our common stock and 14,100 restricted stock units. We have filed these opinions as exhibits to the registration statement of which this prospectus is a part. If counsel for any underwriters passes on legal matters in connection with an offering made by this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended September 30, 2014 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of the internal control over financial reporting of Crown Communities that the Company acquired as of May 9, 2014) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street N.E., Washington, D.C. 20549-2521. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.

We make available free of charge on or through our Internet website, www.drhorton.com, our reports and other information filed with or furnished to the SEC as referred to below and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website, www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. Unless specifically listed under “Incorporation of Certain Documents by Reference” below, the information contained on our website or the SEC website is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus.

You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We and our subsidiaries who may be guarantors have filed jointly with the SEC a registration statement on Form S-3 that registers the securities we are offering. The registration statement, including the attached exhibits, contains additional relevant information about us, any guarantor subsidiaries and the securities offered. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this document.

This prospectus incorporates by reference the documents listed below that we have filed with the SEC but have not been included or delivered with this prospectus. These documents contain important information about us and our business, prospects and financial condition.

Filing	Period or Date Filed
Annual Report on Form 10-K	Year ended September 30, 2014
Quarterly Reports on Form 10-Q	Quarter ended December 31, 2014
	Quarter ended March 31, 2015
	Quarter ended June 30, 2015
Current Reports on Form 8-K	October 3, 2014
	November 12, 2014 (report including Items 5.02 and 9.01 only)
	January 26, 2015 (report including Items 5.02, 5.07 and 9.01 only)
	February 9, 2015 (two reports filed on this date)
	March 4, 2015
	April 27, 2015

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The description of our common stock contained in our registration statement on Form 8-A/A filed September 21, 2012.

The information set forth under the captions “Proposal One — Election of Directors,” “Corporate Governance and Board Matters,” “Beneficial Ownership of Common Stock,” “Executive Compensation,” “Certain Relationships and Related Person Transactions,” “Independent Registered Public Accountants,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Requesting Documents from the Company” in our proxy statement relating to our January 22, 2015 annual meeting of stockholders and incorporated into our annual report on Form 10-K for the fiscal year ended September 30, 2014.

We also incorporate by reference any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, between the date of this prospectus and the date of the closing of each offering. These additional documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished and not filed by us under any item of any current report on Form 8-K, including the related exhibits, which is deemed not to be incorporated by reference in this prospectus), as well as proxy statements (other than information identified in them as not incorporated by reference). You should review these filings as they may disclose changes in our business, prospects, financial condition or other affairs after the date of this prospectus. The information that we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the closing of each offering will automatically update and supersede previous information included or incorporated by reference in this prospectus.

You can obtain any of the documents incorporated by reference in this prospectus from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference in this prospectus. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from us at the following address:

Investor Relations

D.R. Horton, Inc.

301 Commerce Street, Suite 500

Fort Worth, Texas 76102

(817) 390-8200

21

D.R. Horton, Inc.

Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

Guarantees of Debt Securities

Units of These Securities

PROSPECTUS

August 7, 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated fees and expenses payable by us in connection with offering of the securities being registered, other than discounts and commissions.

Securities and Exchange Commission registration fee*	$	**
Blue Sky fees and expenses		**
Printing and engraving fees and expenses		**
Trustees’ fees and expenses		**
Rating agency fees		**
Accountants’ fees and expenses		**
Legal fees and expenses		**
Miscellaneous		**
Total	$	**

* In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, the registrant is deferring payment of all of the registration fee for the securities offered by this registration statement.

** These fees and expenses are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

D.R. Horton, Inc.’s certificate of incorporation provides that D.R. Horton, Inc. shall, to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect, indemnify each person who is or was or had agreed to become a director or officer of D.R. Horton, Inc., or each such person who is or was serving or who had agreed to serve at the written request of the board of directors or an officer of D.R. Horton, Inc. as an employee or agent of D.R Horton, Inc. or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by D.R. Horton, Inc., including the heirs, executors, administrators or estate of such person, and eliminates the personal liability of its directors to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect. D.R. Horton, Inc. has entered into an indemnification agreement with each of its directors and executive officers.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its directors and officers against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable for negligence or misconduct in the performance of his respective duties to the corporation, although the court in which the action or suit was brought may determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the Delaware General Corporation Law provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of

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fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.

In addition to indemnification by D.R. Horton, Inc. pursuant to its certificate of incorporation, the partners, members, managers, directors and officers of the co-registrants are generally also entitled to indemnification and exculpation for certain monetary damages to the extent provided in the co-registrants’ organizational documents or under the statutes under which the co-registrants are organized.

Any underwriting agreement, which will be filed as Exhibit 1.1 by amendment hereto or pursuant to a current report on Form 8-K to be incorporated herein by reference, will provide that the underwriters named therein will indemnify and hold harmless D.R. Horton, Inc., the co-registrants and each director, officer who signs this registration statement or controlling person of D.R. Horton, Inc. and the co-registrants from and against specific liabilities, including liabilities under the Securities Act.

D.R. Horton, Inc. also has obtained directors’ and officers’ liability insurance that provides insurance coverage for certain liabilities which may be incurred by directors and officers of D.R. Horton, Inc. and the co-registrants in their capacity as such.

Item 16. Exhibits and Financial Schedules.

A list of exhibits included as part of this registration statement is set forth in the Exhibit Index, which is incorporated herein by reference.

Item 17. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of D.R. Horton, Inc.’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the

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registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each appropriate registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, D.R. Horton, Inc., and the co-registrants named below, certify that they have reasonable grounds to believe that they meet all the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on August 7, 2015.

D.R. HORTON, INC.
By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and Chief Financial Officer

S-1

CO-REGISTRANTS:

C. RICHARD DOBSON BUILDERS, INC.	DRH REGREM XVIII, INC.
CH INVESTMENTS OF TEXAS, INC.	DRH REGREM XIX, INC.
CHI CONSTRUCTION COMPANY	DRH REGREM XX, INC.
CHTEX OF TEXAS, INC.	DRH REGREM XXI, INC.
CONTINENTAL HOMES, INC.	DRH REGREM XXII, INC.
CONTINENTAL RESIDENTIAL, INC.	DRH REGREM XXIII, INC.
D.R. HORTON BAY, INC.	DRH REGREM XXIV, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.	DRH REGREM XXV, INC.
D.R. HORTON, INC. — BIRMINGHAM	DRH SOUTHWEST CONSTRUCTION, INC.
D.R. HORTON, INC. — CHICAGO	DRH TUCSON CONSTRUCTION, INC.
D.R. HORTON, INC. — DIETZ-CRANE	KDB HOMES, INC.
D.R. HORTON, INC. — GREENSBORO	MEADOWS I, LTD.
D.R. HORTON, INC. — GULF COAST	MEADOWS II, LTD.
D.R. HORTON, INC. — HUNTSVILLE	MEADOWS VIII, LTD.
D.R. HORTON, INC. — JACKSONVILLE	MEADOWS IX, INC.
D.R. HORTON, INC. — LOUISVILLE	MEADOWS X, INC.
D.R. HORTON, INC. — MINNESOTA	MELMORT CO.
D.R. HORTON, INC. — NEW JERSEY	MELODY HOMES, INC.
D.R. HORTON, INC. — PORTLAND	SCHULER HOMES OF CALIFORNIA, INC.
D.R. HORTON, INC. — TORREY	SCHULER HOMES OF OREGON, INC.
D.R. HORTON CA2, INC.	SCHULER HOMES OF WASHINGTON, INC.
D.R. HORTON CA3, INC.	SCHULER MORTGAGE, INC.
D.R. HORTON LA NORTH, INC.	SCHULER REALTY HAWAII, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.	SHLR OF CALIFORNIA, INC. SHLR OF COLORADO, INC.
D.R. HORTON MATERIALS, INC.	SHLR OF NEVADA, INC.
D.R. HORTON VEN, INC.	SHLR OF UTAH, INC.
DRH CAMBRIDGE HOMES, INC.	SHLR OF WASHINGTON, INC.
DRH CONSTRUCTION, INC.	VERTICAL CONSTRUCTION CORPORATION
DRH REGREM XIV, INC.	WESTERN PACIFIC FUNDING, INC.
DRH REGREM XV, INC.	WESTERN PACIFIC HOUSING, INC.
DRH REGREM XVI, INC. DRH REGREM XVII, INC.	WESTERN PACIFIC HOUSING MANAGEMENT, INC.

By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and
	Chief Financial Officer

S-2

CONTINENTAL HOMES OF TEXAS, L.P.
By:	CHTEX of Texas, Inc., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON — EMERALD, LTD.
D.R. HORTON — TEXAS, LTD.
DRH REGREM VII, LP
DRH REGREM XII, LP
By:	Meadows I, Ltd., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
SGS COMMUNITIES AT GRANDE QUAY L.L.C.
By:	Meadows IX, Inc., a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
and
By:	Meadows X, Inc., a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
DRH CAMBRIDGE HOMES, LLC
By:	D.R. Horton, Inc. — Chicago, its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-3

HPH HOMEBUILDERS 2000 L.P.

WESTERN PACIFIC HOUSING, L.P.

WESTERN PACIFIC HOUSING — ANTIGUA, LLC

WESTERN PACIFIC HOUSING — AVIARA, L.P.

WESTERN PACIFIC HOUSING — BOARDWALK, LLC

WESTERN PACIFIC HOUSING — BROADWAY, LLC

WESTERN PACIFIC HOUSING — CANYON PARK, LLC

WESTERN PACIFIC HOUSING — CARMEL, LLC

WESTERN PACIFIC HOUSING — CARRILLO, LLC

WESTERN PACIFIC HOUSING — COMMUNICATIONS HILL, LLC

WESTERN PACIFIC HOUSING — COPPER CANYON, LLC

WESTERN PACIFIC HOUSING — CREEKSIDE, LLC

WESTERN PACIFIC HOUSING — CULVER CITY, L.P.

WESTERN PACIFIC HOUSING — DEL VALLE, LLC

WESTERN PACIFIC HOUSING — LOMAS VERDES, LLC

WESTERN PACIFIC HOUSING — LOST HILLS PARK, LLC

WESTERN PACIFIC HOUSING — MCGONIGLE CANYON, LLC

WESTERN PACIFIC HOUSING — MOUNTAINGATE, L.P.

WESTERN PACIFIC HOUSING — NORCO ESTATES, LLC

WESTERN PACIFIC HOUSING — OSO, L.P.

WESTERN PACIFIC HOUSING — PACIFIC PARK II, LLC

WESTERN PACIFIC HOUSING — PARK AVENUE EAST, LLC

WESTERN PACIFIC HOUSING — PARK AVENUE WEST, LLC

WESTERN PACIFIC HOUSING — PLAYA VISTA, LLC

WESTERN PACIFIC HOUSING — POINSETTIA, L.P.

WESTERN PACIFIC HOUSING — RIVER RIDGE, LLC

WESTERN PACIFIC HOUSING — ROBINHOOD RIDGE, LLC

WESTERN PACIFIC HOUSING — SANTA FE, LLC

WESTERN PACIFIC HOUSING — SCRIPPS, L.P.

WESTERN PACIFIC HOUSING — SCRIPPS II, LLC

WESTERN PACIFIC HOUSING — SEACOVE, L.P.

WESTERN PACIFIC HOUSING — STUDIO 528, LLC

WESTERN PACIFIC HOUSING — TERRA BAY DUETS, LLC

WESTERN PACIFIC HOUSING — TORRANCE, LLC

WESTERN PACIFIC HOUSING — TORREY COMMERCIAL, LLC

WESTERN PACIFIC HOUSING — TORREY MEADOWS, LLC

WESTERN PACIFIC HOUSING — TORREY MULTI-FAMILY, LLC

WESTERN PACIFIC HOUSING — TORREY VILLAGE CENTER, LLC

WESTERN PACIFIC HOUSING — VINEYARD TERRACE, LLC

WESTERN PACIFIC HOUSING — WINDEMERE, LLC

WESTERN PACIFIC HOUSING — WINDFLOWER, L.P.

WPH-CAMINO RUIZ, LLC

By:	Western Pacific Housing Management, Inc., its Manager, Member or General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-4

SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC
By:	SRHI LLC, its Member
	By:	SHLR of Nevada, Inc. its Member
		By:	/s/ Bill W. Wheat
			Bill W. Wheat
			Executive Vice President and
			Chief Financial Officer

D.R. HORTON — SCHULER HOMES, LLC
By:	Vertical Construction Corporation, its Manager
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
SRHI LLC
By:	SHLR of Nevada, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
SSHI LLC
Pacific Ridge — DRH, LLC
By:	SHLR of Washington, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-5

D.R. HORTON — REGENT, LLC
D.R. HORTON — CROWN, LLC
DRH REGREM XXIX, LLC
DRH REGREM XXX, LLC
DRH Regrem XXXI, LLC
DRH Regrem XXXII, LLC
DRH Regrem XXXIII, LLC
DRH Regrem XXXIV, LLC
DRH Regrem XXXV, LLC
DRH Regrem XXXVI, LLC
DRH Regrem XXXVII, LLC
DRH Regrem XXXVIII, LLC
DRH Regrem XXXIX, LLC
DRH Regrem XL, LLC
D.R. HORTON SERENITY CONSTRUCTION, LLC
By:	D.R. Horton, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-6

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Donald R. Horton, individually, and David V. Auld and Bill W. Wheat, together as a group, as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

REGISTRANT OFFICERS AND DIRECTORS

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board*	August 7, 2015
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	August 7, 2015
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 7, 2015
/s/ Bradley S. Anderson Bradley S. Anderson	Director*	August 7, 2015
/s/ Michael R. Buchanan Michael R. Buchanan	Director*	August 7, 2015
/s/ Michael W. Hewatt Michael W. Hewatt	Director*	August 7, 2015
/s/ Barbara K. Allen Barbara K. Allen	Director*	August 7, 2015

* Includes capacity as a director of D.R. Horton, Inc. as the sole member of D.R. Horton — Regent, LLC, D.R. Horton — Crown, LLC, D.R. Horton Serenity Construction, LLC, DRH Regrem XXIX, LLC, DRH Regrem XXX, LLC, DRH Regrem XXXI, LLC, DRH Regrem XXXII, LLC, DRH Regrem XXXIII, LLC, DRH Regrem XXXIV, LLC, DRH Regrem XXXV, LLC, DRH Regrem XXXVI, LLC, DRH Regrem XXXVII, LLC, DRH Regrem XXXVIII, LLC, DRH Regrem XXXIX, LLC, and DRH Regrem XL, LLC.

S-7

CO-REGISTRANT OFFICERS AND DIRECTORS:

C. RICHARD DOBSON BUILDERS, INC.	DRH REGREM XVIII, INC.
CH INVESTMENTS OF TEXAS, INC.	DRH REGREM XIX, INC.
CHI CONSTRUCTION COMPANY	DRH REGREM XX, INC.
CHTEX OF TEXAS, INC.	DRH REGREM XXI, INC.
CONTINENTAL HOMES, INC.	DRH REGREM XXII, INC.
CONTINENTAL RESIDENTIAL, INC.	DRH REGREM XXIII, INC.
D.R. HORTON BAY, INC.	DRH REGREM XXIV, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.	DRH REGREM XXV, INC.
D.R. HORTON, INC. — BIRMINGHAM	DRH SOUTHWEST CONSTRUCTION, INC.
D.R. HORTON, INC. — CHICAGO	DRH TUCSON CONSTRUCTION, INC.
D.R. HORTON, INC. — DIETZ-CRANE	KDB HOMES, INC.
D.R. HORTON, INC. — GREENSBORO	MEADOWS I, LTD.
D.R. HORTON, INC. — GULF COAST	MEADOWS II, LTD.
D.R. HORTON, INC. — HUNTSVILLE	MEADOWS VIII, LTD.
D.R. HORTON, INC. — JACKSONVILLE	MEADOWS IX, INC.
D.R. HORTON, INC. — LOUISVILLE	MEADOWS X, INC.
D.R. HORTON, INC. — MINNESOTA	MELMORT CO.
D.R. HORTON, INC. — NEW JERSEY	MELODY HOMES, INC.
D.R. HORTON, INC. — PORTLAND	SCHULER HOMES OF CALIFORNIA, INC.
D.R. HORTON, INC. — TORREY	SCHULER HOMES OF OREGON, INC.
D.R. HORTON CA2, INC.	SCHULER HOMES OF WASHINGTON, INC.
D.R. HORTON CA3, INC.	SCHULER MORTGAGE, INC.
D.R. HORTON LA NORTH, INC.	SCHULER REALTY HAWAII, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.	SHLR OF CALIFORNIA, INC. SHLR OF COLORADO, INC.
D.R. HORTON MATERIALS, INC.	SHLR OF NEVADA, INC.
D.R. HORTON VEN, INC.	SHLR OF UTAH, INC.
DRH CAMBRIDGE HOMES, INC.	SHLR OF WASHINGTON, INC.
DRH CONSTRUCTION, INC.	VERTICAL CONSTRUCTION CORPORATION
DRH REGREM XIV, INC.	WESTERN PACIFIC FUNDING, INC.
DRH REGREM XV, INC.	WESTERN PACIFIC HOUSING, INC.
DRH REGREM XVI, INC. DRH REGREM XVII, INC.	WESTERN PACIFIC HOUSING MANAGEMENT, INC.

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	August 7, 2015
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	August 7, 2015
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 7, 2015

S-8

CHTEX of Texas, Inc., the General Partner of

Continental Homes of Texas, L.P.

D.R. Horton, Inc. — Chicago, a Member of

DRH Cambridge Homes, LLC

Meadows I, Ltd., the General Partner of

D.R. Horton Management Company, Ltd.

D.R. Horton — Emerald, Ltd.

D.R. Horton — Texas, Ltd.

DRH Regrem VII, LP

DRH Regrem XII, LP

Meadows IX, Inc. and Meadows X, Inc., each Members of

SGS Communities at Grande Quay L.L.C.

SHLR of Nevada, Inc., a Member of

SRHI LLC

SHLR of Nevada, Inc., a Member of

SRHI LLC, a Member of

Schuler Homes of Arizona LLC

SHA Construction LLC

SHLR of Washington, Inc., a Member of

SSHI LLC

Pacific Ridge — DRH, LLC

Vertical Construction Corporation, Manager of

D.R. Horton — Schuler Homes, LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	August 7, 2015
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	August 7, 2015
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 7, 2015

S-9

Western Pacific Housing Management, Inc., a Manager, Member or General Partner of

HPH Homebuilders 2000 L.P.

Western Pacific Housing, L.P.

Western Pacific Housing — Antigua, LLC

Western Pacific Housing — Aviara, L.P.

Western Pacific Housing — Boardwalk, LLC

Western Pacific Housing — Broadway, LLC

Western Pacific Housing — Canyon Park, LLC

Western Pacific Housing — Carmel, LLC

Western Pacific Housing — Carrillo, LLC

Western Pacific Housing — Communications Hill, LLC

Western Pacific Housing — Copper Canyon, LLC

Western Pacific Housing — Creekside, LLC

Western Pacific Housing — Culver City, L.P.

Western Pacific Housing — Del Valle, LLC

Western Pacific Housing — Lomas Verdes, LLC

Western Pacific Housing — Lost Hills Park, LLC

Western Pacific Housing — McGonigle Canyon, LLC

Western Pacific Housing — Mountaingate, L.P.

Western Pacific Housing — Norco Estates, LLC

Western Pacific Housing — Oso, L.P.

Western Pacific Housing — Pacific Park II, LLC

Western Pacific Housing — Park Avenue East, LLC

Western Pacific Housing — Park Avenue West, LLC

Western Pacific Housing — PlayaVista, LLC

Western Pacific Housing — Poinsettia, L.P.

Western Pacific Housing — River Ridge, LLC

Western Pacific Housing — Robinhood Ridge, LLC

Western Pacific Housing — Santa Fe, LLC

Western Pacific Housing — Scripps, L.P.

Western Pacific Housing — Scripps II, LLC

Western Pacific Housing — Seacove, L.P.

Western Pacific Housing — Studio 528, LLC

Western Pacific Housing — Terra Bay Duets, LLC

Western Pacific Housing — Torrance, LLC

Western Pacific Housing — Torrey Commercial, LLC

Western Pacific Housing — Torrey Meadows, LLC

Western Pacific Housing — Torrey Multi-Family, LLC

Western Pacific Housing — Torrey Village Center, LLC

Western Pacific Housing — Vineyard Terrace, LLC

Western Pacific Housing — Windemere, LLC

Western Pacific Housing — Windflower, L.P.

WPH — Camino Ruiz, LLC

S-10

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	August 7, 2015
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	August 7, 2015
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 7, 2015

S-11

D.R. Horton, Inc., a Member of

D.R. Horton — Regent, LLC

D.R. Horton — Crown, LLC

DRH Regrem XXIX, LLC

DRH Regrem XXX, LLC

DRH Regrem XXXI, LLC

DRH Regrem XXXII, LLC

DRH Regrem XXXIII, LLC

DRH Regrem XXXIV, LLC

DRH Regrem XXXV, LLC

DRH Regrem XXXVI, LLC

DRH Regrem XXXVII, LLC

DRH Regrem XXXVIII, LLC

DRH Regrem XXXIX, LLC

DRH Regrem XL, LLC

D.R. Horton Serenity Construction, LLC

Signature	Title	Date
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	August 7, 2015
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 7, 2015

S-12

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
4.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc., dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc., dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to D.R. Horton, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005, filed with the SEC on February 2, 2006 (File No. 001-14122)).
4.2	Amended and Restated Bylaws of D.R. Horton, Inc. (incorporated by reference from Exhibit 3.1 to D.R. Horton, Inc.’s Current Report on Form 8-K, filed with the SEC on August 5, 2009 (File No. 001-14122)).
4.3	Senior Debt Securities Indenture, dated as of May 1, 2012, between D.R. Horton, Inc. and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference from Exhibit 4.1 to D.R. Horton, Inc.’s Current Report on Form 8-K, filed with the SEC on May 4, 2012 (File No. 001-14122)).
4.4	Form of Senior Subordinated Debt Securities Indenture (incorporated by reference from Exhibit 4.4 to D.R. Horton Inc.’s Registration Statement on Form S-3, filed with the SEC on September 24, 2012 (File No. 333-184065)).
4.5	Form of Subordinated Debt Securities Indenture (incorporated by reference from Exhibit 4.5 to D.R. Horton Inc.’s Registration Statement on Form S-3, filed with the SEC on September 24, 2012 (File No. 333-184065)).
4.6*	Form of Supplemental Indenture.
4.7*	Form of Deposit Agreement and Deposit Receipt.
4.8*	Form of Warrant Agreement (including form of warrant).
4.9*	Form of Stock Purchase Contract.
4.10*	Form of Stock Purchase Unit Agreement.
4.11*	Form of Unit Agreement.
4.12	Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.12 to D.R. Horton Inc.’s Registration Statement on Form S-3, filed with the SEC on September 24, 2012 (File No. 333-184065)).
5.1	Opinion of Gibson, Dunn & Crutcher LLP, as to the validity of the securities being registered.
5.2	Opinion of Thomas B. Montano, Esquire, as to certain matters under the laws of the States of Alabama, Arizona, Hawaii, Nevada, New Jersey, Oregon, Utah, Virginia and Washington.
12.1	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference from Exhibit 12.1 to D.R. Horton, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the SEC on July 28, 2015 (File No. 001-14122) and Exhibit 12.1 to D.R. Horton, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on November 18, 2014 (File No. 001-14122)).
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.3	Consent of Thomas B. Montano, Esquire (included in Exhibit 5.2).

S-13

Exhibit Number	Description
24.1	Powers of Attorney (included on the signature pages of this registration statement).
25.1	Statement of eligibility of trustee on Form T-1 for Senior Debt Securities, Senior Subordinated Debt Securities and Subordinated Debt Securities.

* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference.

S-14

EX-5.1

Exhibit 5.1

[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]

Client: 39334-00102

August 7, 2015

D.R. Horton, Inc.

301 Commerce Street

Suite 500

Fort Worth, Texas 76102

Re: D.R. Horton, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to D.R. Horton, Inc., a Delaware corporation (the “Company”) and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

(i) the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”), senior subordinated debt securities (“Senior Subordinated Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Debt Securities”);

(ii) guarantees of the Debt Securities by the Guarantors (the “Debt Securities Guarantees”);

(iii) shares of the Company’s common stock, par value $.01 per share (the “Common Stock”);

(iv) shares of the Company’s preferred stock, par value $.10 per share (the “Preferred Stock”);

(v) depositary shares each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”);

(vi) contracts for the purchase or sale of Depositary Shares, Preferred Stock or Common Stock (the “Purchase Contracts”);

August 7, 2015

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(vii) warrants for the purchase of Common Stock, Preferred Stock, Depositary Shares, Debt Securities or units of two or more of such securities (the “Warrants”); and

(viii) units of the Company comprised of any combination of Common Stock, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts, Debt Securities or Debt Securities Guarantees (the “Units”).

The Debt Securities, Debt Securities Guarantees, Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Warrants, and Units are collectively referred to herein as the “Securities.” The Senior Debt Securities are to be issued under an indenture, dated May 1, 2012, entered into among the Company, the guarantors from time to time party thereto, and American Stock Transfer & Trust Company, LLC (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Senior Subordinated Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Base Indentures”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Senior Base Indenture, forms of the Senior Subordinated Base Indenture and Subordinated Base Indenture, forms of the Debt Securities and Debt Securities Guarantees, specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. 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. To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that each of the Guarantors identified on Annex A as a “Specified Guarantor” (each Guarantor so identified, a “Specified Guarantor”) is validly existing under the laws of its jurisdiction of formation, has all requisite corporate or other entity power to execute, deliver and perform its obligations under the Indenture (defined below) and the Debt Securities Guarantees to which it is or may be a party, that the authorization, execution, delivery and performance of such documents by each Specified Guarantor and the performance of its obligations thereunder do not and will not violate the charter or bylaws or other constituent documents of any Specified Guarantor or any law, regulation, order, judgment or decree applicable to such Specified Guarantor and that the Senior Base Indenture has been duly executed and delivered by each Specified Guarantor.

August 7, 2015

Page 3

As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors and others.

We have assumed without independent investigation that:

(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

(iv) at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;

(v) upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, 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 under its certificate of incorporation and other relevant documents;

(vi) in the case of Debt Securities and Debt Securities Guarantees, at the Relevant Time, the Senior Subordinated Base Indenture or the Subordinated Base Indenture, if applicable, shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended; and

(vii) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company and each Guarantor and duly executed and delivered by the Company or any Guarantor and the other parties thereto.

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Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Securities and related Debt Securities Guarantees, when:

a. the terms and conditions of such Debt Securities and Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,

b. any such supplemental indenture has been duly executed and delivered by the Company, the Guarantors and the relevant trustee (together with the relevant Base Indenture, the “Indenture”), and

c. such Debt Securities and Debt Securities Guarantees have been executed (in the case of certificated Debt Securities and Debt Securities Guarantees), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and related Debt Security Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

2. With respect to any shares of Preferred Stock, when:

a. the certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly executed and filed with the Office of the Secretary of State of the State of Delaware,

b. such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and

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c. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

3. With respect to Depositary Shares, when:

a. a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company,

b. the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and

c. the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement for the consideration provided therein,

the depositary receipts evidencing the Depositary Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. With respect to shares of Common Stock, when:

a. such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and

b. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

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such shares of Common Stock will be validly issued, fully paid and non-assessable.

5. With respect to any Purchase Contracts, when:

a. the related purchase contract agreement (“Purchase Contract Agreement”), if any, has been duly executed by the Company and each other party thereto,

b. the terms of the Purchase Contracts have been established in accordance with the Purchase Contract Agreement, if any, or the applicable definitive purchase, underwriting or similar agreement,

c. the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and

d. such Purchase Contracts have been executed (in the case of certificated Purchase Contracts) and delivered in accordance with the Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Purchase Contracts will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

6. With respect to any Warrants, when:

a. the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

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such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

7. With respect to any Units, when:

a. the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and to the extent relevant for our opinions herein, the laws of the States of California, Colorado and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act. This opinion is limited to the effect of the current state of the laws of the States of New York, California, Colorado and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B. The opinions above (other than those in paragraph 2 and 4) are each 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

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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 and (iii) the provisions of: (1) Article Eight of the Certificate of Incorporation of CH Investments of Texas, Inc.; (2) Article Eight of the Certificate of Incorporation of CHTEX of Texas, Inc.; (3) Paragraph Eight of the Certificate of Incorporation of D.R. Horton, Inc. – Chicago (excluding the first three sentences thereof); and (4) Article Ten of the Certificate of Incorporation of Western Pacific Housing, Inc.

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws, or (iii) any purported fraudulent transfer “savings” clause.

D. To the extent relevant to our opinions in paragraphs 3, 5, 6 and 7 and not covered by our opinions in paragraphs 1, 2, or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares, Purchase Contracts, Warrants, or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and 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.

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Page 9

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

ANNEX A

Guarantors

Name	Form of Entity	Jurisdiction of Formation	Specified Guarantor
C. Richard Dobson Builders, Inc.	Corporation	Virginia	Yes
CH Investments of Texas, Inc.	Corporation	Delaware	No
CHI Construction Company	Corporation	Arizona	Yes
CHTEX of Texas, Inc.	Corporation	Delaware	No
Continental Homes, Inc.	Corporation	Delaware	No
Continental Homes of Texas, L.P.	Limited Partnership	Texas	No
Continental Residential, Inc.	Corporation	California	No
D.R. Horton - Crown, LLC	Limited Liability Company	Delaware	No
D.R. Horton - Emerald, Ltd.	Limited Partnership	Texas	No
D.R. Horton - Regent, LLC	Limited Liability Company	Delaware	No
D.R. Horton - Schuler Homes, LLC	Limited Liability Company	Delaware	No
D.R. Horton - Texas, Ltd.	Limited Partnership	Texas	No
D.R. Horton, Inc. - Birmingham	Corporation	Alabama	Yes
D.R. Horton, Inc. - Chicago	Corporation	Delaware	No
D.R. Horton, Inc. - Dietz-Crane	Corporation	Delaware	No
D.R. Horton, Inc. - Greensboro	Corporation	Delaware	No
D.R. Horton, Inc. - Gulf Coast	Corporation	Delaware	No
D.R. Horton, Inc. - Huntsville	Corporation	Delaware	No
D.R. Horton, Inc. - Jacksonville	Corporation	Delaware	No

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D.R. Horton, Inc. - Louisville	Corporation	Delaware	No
D.R. Horton, Inc. - Minnesota	Corporation	Delaware	No
D.R. Horton, Inc. - New Jersey	Corporation	Delaware	No
D.R. Horton, Inc. - Portland	Corporation	Delaware	No
D.R. Horton, Inc. - Torrey	Corporation	Delaware	No
D.R. Horton CA2, Inc.	Corporation	California	No
D.R. Horton CA3, Inc.	Corporation	Delaware	No
D.R. Horton LA North, Inc.	Corporation	Delaware	No
D.R. Horton BAY, Inc.	Corporation	Delaware	No
D.R. Horton Cruces Construction, Inc.	Corporation	Delaware	No
D.R. Horton Los Angeles Holding Company, Inc.	Corporation	California	No
D.R. Horton Management Company, Ltd.	Limited Partnership	Texas	No
D.R. Horton Materials, Inc.	Corporation	Delaware	No
D.R. Horton Serenity Construction, LLC	Limited Liability Company	Delaware	No
D.R. Horton VEN Inc.	Corporation	California	No
DRH Cambridge Homes, Inc.	Corporation	California	No
DRH Cambridge Homes, LLC	Limited Liability Company	Delaware	No
DRH Construction, Inc.	Corporation	Delaware	No
DRH Regrem VII, LP	Limited Partnership	Texas	No

August 7, 2015

Page 12

DRH Regrem XII, LP	Limited Partnership	Texas	No
DRH Regrem XIV, Inc.	Corporation	Delaware	No
DRH Regrem XV, Inc.	Corporation	Delaware	No
DRH Regrem XVI, Inc.	Corporation	Delaware	No
DRH Regrem XVII, Inc.	Corporation	Delaware	No
DRH Regrem XVIII, Inc.	Corporation	Delaware	No
DRH Regrem XIX, Inc.	Corporation	Delaware	No
DRH Regrem XX, Inc.	Corporation	Delaware	No
DRH Regrem XXI, Inc.	Corporation	Delaware	No
DRH Regrem XXII, Inc.	Corporation	Delaware	No
DRH Regrem XXIII, Inc.	Corporation	Delaware	No
DRH Regrem XXIV, Inc.	Corporation	Delaware	No
DRH Regrem XXV, Inc.	Corporation	Delaware	No
DRH Regrem XXIX, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXX, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXI, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXIV, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXV, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXVI, LLC	Limited Liability Company	Delaware	No

August 7, 2015

Page 13

DRH Regrem XXXVII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXVIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XXXIX, LLC	Limited Liability Company	Delaware	No
DRH Regrem XL, LLC	Limited Liability Company	Delaware	No
DRH Southwest Construction, Inc.	Corporation	California	No
DRH Tucson Construction, Inc.	Corporation	Delaware	No
HPH Homebuilders 2000 L.P.	Limited Partnership	California	No
KDB Homes, Inc.	Corporation	Delaware	No
Meadows I, Ltd.	Corporation	Delaware	No
Meadows II, Ltd.	Corporation	Delaware	No
Meadows VIII, Ltd.	Corporation	Delaware	No
Meadows IX, Inc.	Corporation	New Jersey	Yes
Meadows X, Inc.	Corporation	New Jersey	Yes
Melmort Co.	Corporation	Colorado	No
Melody Homes, Inc.	Corporation	Delaware	No
Pacific Ridge – DRH, LLC	Limited Liability Company	Delaware	No
Schuler Homes of Arizona LLC	Limited Liability Company	Delaware	No
Schuler Homes of California, Inc.	Corporation	California	No
Schuler Homes of Oregon, Inc.	Corporation	Oregon	Yes
Schuler Homes of Washington, Inc.	Corporation	Washington	Yes
Schuler Mortgage, Inc.	Corporation	Delaware	No
Schuler Realty Hawaii, Inc.	Corporation	Hawaii	Yes
SGS Communities at Grande Quay, L.L.C.	Limited Liability Company	New Jersey	Yes
SHA Construction LLC	Limited Liability Company	Delaware	No

August 7, 2015

Page 14

SHLR of California, Inc.	Corporation	California	No
SHLR of Colorado, Inc.	Corporation	Colorado	No
SHLR of Nevada, Inc.	Corporation	Nevada	Yes
SHLR of Utah, Inc.	Corporation	Utah	Yes
SHLR of Washington, Inc.	Corporation	Washington	Yes
SRHI LLC	Limited Liability Company	Delaware	No
SSHI LLC	Limited Liability Company	Delaware	No
Vertical Construction Corporation	Corporation	Delaware	No
Western Pacific Funding, Inc.	Corporation	California	No
Western Pacific Housing-Antigua, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Aviara, L.P.	Limited Partnership	California	No
Western Pacific Housing-Boardwalk, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Broadway, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Canyon Park, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Carmel, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Carrillo, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Communications Hill, LLC	Limited Liability Company	Delaware	No

August 7, 2015

Page 15

Western Pacific Housing-Copper Canyon, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Creekside, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Culver City, L.P.	Limited Partnership	California	No
Western Pacific Housing-Del Valle, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Lomas Verdes, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Lost Hills Park, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-McGonigle Canyon, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Mountaingate, L.P.	Limited Partnership	California	No
Western Pacific Housing-Norco Estates, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Oso, L.P.	Limited Partnership	California	No
Western Pacific Housing-Pacific Park II, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Park Avenue East, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Park Avenue West, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Playa Vista, LLC	Limited Liability Company	Delaware	No

August 7, 2015

Page 16

Western Pacific Housing - Poinsettia, L.P.	Limited Partnership	California	No
Western Pacific Housing-River Ridge, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Robinhood Ridge, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Santa Fe, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Scripps, L.P.	Limited Partnership	California	No
Western Pacific Housing-Scripps II, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Seacove, L.P.	Limited Partnership	California	No
Western Pacific Housing-Studio 528, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Terra Bay Duets, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrance, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Commercial, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Meadows, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Multi-Family, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Village Center, LLC	Limited Liability Company	Delaware	No

August 7, 2015

Page 17

Western Pacific Housing-Vineyard Terrace, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Windemere, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Windflower, L.P.	Limited Partnership	California	No
Western Pacific Housing, Inc.	Corporation	Delaware	No
Western Pacific Housing, L.P.	Limited Partnership	California	No
Western Pacific Housing Management, Inc.	Corporation	California	No
WPH-Camino Ruiz, LLC	Limited Liability Company	Delaware	No

EX-5.2

Exhibit 5.2

[LETTERHEAD OF D.R. HORTON, INC.]

August 7, 2015

D.R. Horton, Inc.

301 Commerce Street Suite

500 Fort Worth, Texas 76102

Re: D.R. Horton, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

I am Vice President and Assistant Secretary of D.R. Horton, Inc., a Delaware corporation (the “Company”). The Company and certain direct and indirect wholly-owned subsidiaries of the Company (collectively, the “Guarantors”) have filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) a Registration Statement on Form S-3 (the “Registration Statement”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of the following securities: (i) the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”), senior subordinated debt securities (“Senior Subordinated Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Debt Securities”), (ii) guarantees of the Debt Securities by the Guarantors (the “Debt Securities Guarantees”), (iii) shares of the Company’s Preferred Stock, par value $.10 per share (the “Preferred Stock”), (iv) shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), (v) depositary shares of the Company, each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”), (vi) warrants to purchase Common Stock, Preferred Stock, Depositary Shares, Debt Securities or units of two or more of these types of securities, (vii) stock purchase contracts, including contracts obligating holders to purchase from the Company, and obligating the Company to sell to the holders, shares of Common Stock, Preferred Stock or Depositary Shares (the “Stock Purchase Contracts”), and (viii) units of the Company comprised of any combination of Common Stock, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts, Debt Securities or Debt Securities Guarantees.

The Senior Debt Securities are to be issued under an indenture, dated May 1, 2012, entered into among the Company, the guarantors from time to time party thereto, and American Stock Transfer & Trust Company, LLC (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Senior Subordinated Debt Securities are to be issued under an

August 7, 2015

Page 2

indenture to be entered into among the Company, the guarantors from time to time party thereto and the Trust Company, as indenture trustee (the “Senior Subordinated Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Base Indentures”). The terms and conditions of the Debt Securities and Debt Securities Guarantees will be established by a supplemental indenture that is executed and delivered by the Company, the Guarantors and the Trust Company (together with the relevant Base Indenture, the “Indenture”) and a notation endorsed on the notes governing the applicable series of Debt Securities by the Guarantors (collectively with the Indenture and the certificates evidencing such notes, the “Note Documents”).

In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Senior Base Indenture, forms of the Senior Subordinated Base Indenture and Subordinated Base Indenture, forms of the Debt Securities and Debt Securities Guarantees and such other documents, corporate records, certificates of officers of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I have deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors listed on Exhibit A hereto (the “Specified Guarantors”) and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:

1. Each of the Specified Guarantors is a validly existing corporation or limited liability company under the laws of its jurisdiction of formation, with all requisite corporate or limited liability company power to execute, deliver and perform its obligations under the Note Documents to which it is or may be a party.

2. The authorization, execution, delivery and performance of the Note Documents do not and will not violate (a) the charter or bylaws or other constitutive documents of any of the Specified Guarantors, (b) any order, judgment or decree of any court or other agency of government that is binding on any of the Specified Guarantors or (c) any law or regulation currently in effect in the Specified Guarantors’ respective jurisdiction or organization applicable to any of the Specified Guarantors.

August 7, 2015

Page 3

3. The Senior Base Indenture has been duly executed and delivered by each of the Specified Guarantors party thereto.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

A. I render no opinion herein as to matters involving the laws of any jurisdiction other than the States of Arizona, Alabama, Hawaii, New Jersey, Nevada, Oregon, Utah, Virginia and Washington. This opinion is limited to the effect of the current state of the laws of the States of Arizona, Alabama, Hawaii, New Jersey, Nevada, Oregon, Utah, Virginia and Washington and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

I consent to the filing of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, I do not thereby admit that I am 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/ Thomas B. Montano

D.R. Horton, Inc.

Thomas B. Montano

Vice President and Assistant Secretary

EXHIBIT A

Specified Guarantors

Name	Form of Entity	Jurisdiction of Formation
D.R. Horton, Inc. - Birmingham	Corporation	Alabama
CHI Construction Company	Corporation	Arizona
Schuler Realty Hawaii, Inc.	Corporation	Hawaii
SHLR of Nevada, Inc.	Corporation	Nevada
Meadows IX, Inc.	Corporation	New Jersey
Meadows X, Inc.	Corporation	New Jersey
SGS Communities at Grande Quay, L.L.C.	Limited Liability Company	New Jersey
Schuler Homes of Oregon, Inc.	Corporation	Oregon
SHLR of Utah, Inc.	Corporation	Utah
C. Richard Dobson Builders, Inc.	Corporation	Virginia
Schuler Homes of Washington, Inc.	Corporation	Washington
SHLR of Washington, Inc.	Corporation	Washington

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 17, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in D.R. Horton, Inc’s Annual Report on Form 10-K for the year ended September 30, 2014. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Fort Worth, Texas

August 7, 2015

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

(Exact name of trustee as specified in its charter)

New York	13-3439945
(State of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)
6201 15th Avenue, Brooklyn, New York	11219
(Address of principal executive offices)	(Zip Code)

Paul H. Kim

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

(718) 921-8183

(Name, address and telephone number of agent for service)

D.R. HORTON, INC.

(Exact name of obligor as specified in its character)

Delaware	75-2386963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

301 Commerce Street, Suite 500 Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

SENIOR DEBT SECURITIES

SENIOR SUBORDINATED DEBT SECURITIES

SUBORDINATED DEBT SECURITIES

(Title of the Indenture Securities)

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

New York State Department of Financial Services

One State Street

New York, NY 10004-1511

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15.

Items 3-15 are not applicable because, to the best of the trustee’s knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

Exhibit	Exhibit Title
T-1.1	A copy of the Articles of Organization of the Trustee, as amended to date
T-1.2	A copy of the Certificate of Authority of the Trustee to commence business
T-1.4	Limited Liability Trust Company Agreement of the Trustee
T-1.6	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939
T-1.7	A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 7th day of August, 2015.

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
Trustee
By:	/s/ Paul H. Kim
Name:	Paul H. Kim
Title:	Assistant General Counsel

EXHIBIT T-1.1

ARTICLES OF ORGANIZATION

OF

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

We, the undersigned, all being of full age, four of us being citizens of the United States, having associated ourselves together for the purposes of forming a limited liability trust company under and pursuant to the Banking Law of the State of New York, do hereby certify the following:

First.	The name by which the limited liability trust company is to be known is American Stock Transfer & Trust Company, LLC.
Second.	The place where its principal office is to be located is 59 Maiden Lane, Borough of Manhattan, City, County, and State of New York.
Third.	The amount of its capital contributions is to be Five Million Dollars ($5,000,000), and the number of units into which such capital contributions are to be divided is five million (5,000,000) units with a par value of $1.00 each.
Fourth.	The company will not have classes or groups of members, therefore there is only one class of members. Each member shall share the same relative rights, powers, preferences, limitations, and voting powers.
Fifth.	The name, place of residence, and citizenship of each organizer are as follows:

Name	Residence	Citizenship
George Karfunkel	Brooklyn, NY, USA	USA
Michael Karfunkel	Brooklyn, NY, USA	USA
Cameron Blanks	Cremorne Point, Australia	Australia
Timothy J. Sims	Terrey Hills, Australia	Australia
Paul J. McCullagh	Tamarama, Australia	Ireland
Joseph John O’Brien	Bondi Beach, Australia	USA
Jay F. Krehbiel	Darling Point, Australia	USA

Sixth.	The term of existence of the trust company is to be until December 31, 2030, unless the interest holders agree to extend such date.
Seventh.	The number of managers of the company is to be not less than seven nor more than fifteen.
Eighth.	The names of the organizers who shall manage the company until the first annual meeting of members are as follows: George Karfunkel, Michael Karfunkel, Cameron Blanks, Timothy J. Sims, Paul J. McCullagh, Joseph John O’Brien, and Jay F. Krehbiel.
Ninth.	The limited liability trust company is to exercise the powers conferred by Section 100 of the Banking Law. The limited liability trust company shall neither accept deposits nor make loans except for deposits and loans arising directly from the exercise of the fiduciary powers specified in Section 100 of the Banking Law.

IN WITNESS WHEREOF, We have made, signed, and acknowledged this certificate in duplicate this     day of March 2008.

/s/ George Karfunkel
George Karfunkel	Paul J. McCullagh
/s/ Michael Karfunkel
Michael Karfunkel	Joseph John O’Brien
Cameron Blanks	Jay F. Krehbiel
Timothy J. Sims

NOTARY:
State of NY	)
	)	ss.:
County of Kings	)

On this 28th day of March, 2008 personally appeared before me

George Karfunkel

Michael Karfunkel

to me known to be the persons described in and who executed the foregoing certificate, and severally acknowledged that they executed the same.

/s/ Anthony J. Foti

Anthony J. Foti

Notary Public, State of New York

No. 01FO6022425

Qualified in Kings County

Commission Expires March 29, 2011

IN WITNESS WHEREOF, We have made, signed, and acknowledged this certificate in duplicate this day of March 2008.

	/s/ Paul J. McCullagh
George Karfunkel	Paul J. McCullagh
Michael Karfunkel	Joseph John O’Brien
/s/ Cameron Blanks	/s/ Jay F. Krehbiel
Cameron Blanks	Jay F. Krehbiel
/s/ Timothy J. Sims
Timothy J. Sims

NOTARY:

State of New South Wales	)
	)	ss.:
County of Australia	)

On this 27th day of March, 2008 personally appeared before me

Cameron R. Blanks	Paul J. McCullagh
Timothy J. Sims	Jay F. Krehbiel

to me known to be the persons described in and who executed the foregoing certificate, and severally acknowledged that they executed the same.

/s/ Brendan Anthony Bateman

Brendan Anthony Bateman

IN WITNESS WHEREOF, We have made, signed, and acknowledged this certificate in duplicate this day of March 2008.

George Karfunkel	Paul J. McCullagh
	/s/ Joseph John O’Brien
Michael Karfunkel	Joseph John O’Brien
Cameron Blanks	Jay F. Krehbiel
Timothy J. Sims

NOTARY:	Kingdom of Thailand	}
	Bangkok Metropolis	}                     ss
	Embassy of the United States of America	}
State of		}
County of		}

On     this day of Mar 27 2008,                     personally appeared before me

* Joseph John O’Brien *

to be the persons described in and who executed the foregoing certificate, and severally acknowledged that they executed the same.

/s/ Chamnannuch Scherer

Chamnannuch Scherer

Consular Associate of the United States of America

Indefinite

EXHIBIT T-1.2

Whereas, the Articles of Organization of AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, of New York, New York, have heretofore been duly approved and said AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC has complied with the provisions of Chapter 2 of the Consolidated Laws,

Now Therefore I, David S. Fredsall, as Deputy Superintendent of Banks of the State of New York, do hereby authorize the said AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC to transact the business of a Limited Liability Trust Company, at 59 Maiden Lane, Borough of Manhattan, City of New York within this State.

In Witness Whereof, I have hereunto set my hand and affixed the official seal of the Banking Department, this 30^th day of May in the year two thousand and eight.

/s/ David S. Fredsall

Deputy Superintendent of Banks

THIRD AMENDED AND RESTATED

LIMITED LIABILITY TRUST COMPANY AGREEMENT

OF

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT (as amended, amended and restated, supplemented or modified from time to time, the “Agreement”) of American Stock Transfer & Trust Company, LLC (the “Company”) dated as of this 29th day of June, 2015, by Armor Holding II LLC, as the sole member of the Company (the “Member”) amends and restates the Second Amended and Restated Limited Liability Trust Company Agreement of the Company dated as of June 26, 2013 (as amended by that certain First Amendment to the Second Amended and Restated Limited Liability Trust Company Agreement of the Company dated as of April 23, 2014) in its entirety.

RECITAL

The Member converted the Company into a limited liability trust company under the laws of the State of New York and now desires to amend and restate the written agreement governing the affairs of the Company in accordance with the provisions of the Limited Liability Company Law of the State of New York and any successor statute, as amended from time to time (the “Act”) and the Banking Law of the State of New York and any successor statute, as amended from time to time (the “Banking Law”).

ARTICLE 1

The Limited Liability Trust Company

a. Formation. The Member previously converted the Company into a limited liability trust company pursuant to the Act and the Banking Law; such conversion of the Company from a New York trust company into a New York limited liability trust company was approved by the New York Banking Board on April 17, 2008 in conformity with Section 102-a(3) of the Banking Law. The conversion to a limited liability trust company became effective on May 30, 2008, when the New York State Banking Department issued an Authorization Certificate for the converted entity.

b. Name. The name of the Company shall be “American Stock Transfer & Trust Company, LLC” and its business shall be carried on in such name with such variations and changes as the Board (as hereinafter defined) shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

c. Business Purpose; Powers. The purposes for which the Company is formed are:

(i) to exercise the powers conferred by Section 100 of the Banking Law, including corporate trust powers; personal trust powers; pension trust powers for tax-qualified pension trusts and

9

retirement plans; and common or collective trust powers; provided, however, that the Company shall neither accept deposits nor make loans except for deposits and loans arising directly from the exercise of its fiduciary powers as specified in this Section 1(c); and

(ii) in furtherance of the foregoing, to engage in any lawful act or activity for which limited liability trust companies may be formed under the Banking Law.

d. Registered Office and Agent. The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is 6201 15th Avenue, Brooklyn, New York 11219.

e. Term. Subject to the provisions of Article 6 below, the Company shall continue until December 31, 2030, unless the Members agree to extend such date.

ARTICLE 2

The Member

a. The Member. The name and address of the Member is as follows:

Name	Address
Armor Holding II LLC	6201 15th Avenue,
Brooklyn, New York 11219

b. Actions by the Member; Meetings. All actions taken by the Member must be duly authorized by the board of managers of the Member (the “Member’s Board”) in accordance with the Shareholders Agreement (as hereinafter defined). Subject to the foregoing sentence, the Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member. Meetings of the Member may be called at any time by the Member.

c. Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member, except as otherwise provided for by law.

d. Power to Bind the Company. Except as required by the Act or the Banking Law, the Member (acting in its capacity as such) shall have no authority to bind the Company to any third party with respect to any matter.

e. Admission of Members. New members shall be admitted only upon the prior written approval of the Member.

f. Engagement of Third Parties. The Company, may, from time to time, employ any Person or engage third parties to render services to the Company on such terms and for such compensation as the Member may reasonably determine, including, attorneys, investment consultants, brokers or finders, independent auditors and printers. Such employees and third parties may be affiliates of any Member. Persons retained, engaged or employed by the Company may also be engaged, retained or employed by and act on behalf of one or more Member or any of their respective affiliates.

10

ARTICLE 3

The Board

a. Management By Board of Managers.

(i) Subject to such matters which are expressly reserved hereunder, under the Act, under the Banking Law or under that certain Fourth Amended and Restated Shareholders Agreement, dated as of June 20, 2014, as amended from time to time, among the Shareholders of Armor Holdco, Inc. and Armor Holdco, Inc. (the “Shareholders Agreement”), to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. In accordance with Section 7002 of the Banking Law, the Board shall consist of seven (7) to fifteen (15) individuals (the “Managers”). Such Managers shall be determined from time to time by resolution of the Member in accordance with Section 4.2 of the Shareholders Agreement.

(ii) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. Subject to the provisions of clause (iii) below, the Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member.

(iii) The Member may take all actions that it deems necessary to cause the Board to consist of the same managers who serve on the Member’s Board; provided that, subject to Article 3(a)(i), the number of independent directors who serve on the Board may be greater or less than the number of independent directors who serve on the Member’s Board; provided, further, that in no event shall the Board be composed of less than three (3) independent directors. Accordingly, if any person who is a member of the Members’ Board ceases to be a member of such board for any reason, the Member may take such action as is necessary to remove such person from the Board and elect to the Board the person appointed to the Member’s Board in place of such person.

(iv) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.

b. Action By the Board.

(i) In accordance with Section 7010 of the Banking Law, a regular meeting of the Board shall be held at least ten (10) times a year; provided, however, that during any three (3) consecutive months, the Board shall meet at least twice. Each Manager may call a meeting of the Board upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

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(ii) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

c. Power to Bind Company. None of the Managers (acting in their capacity as such) shall have authority to bind the Company to any third party with respect to any matter unless the Board shall have approved such matter and authorized such Manager(s) to bind the Company with respect thereto.

d. Officers and Related Persons.

(i) The Board shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company. The Board, to the extent permitted by applicable law and as provided in any resolution of the Board, may, from time to time in its sole and absolute discretion and without limitation, delegate such duties or any or all of its authority, rights and/or obligations, to any one or more officers, employees, agents, consultants or other duly authorized representatives of the Company as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters in accordance with the scope of their respective duties.

ARTICLE 4

Capital Structure and Contributions

a. Capital Structure. The capital structure of the Company shall consist of one class of common interests, par value $1.00 (the “Common Interests”). Each Common Interest shall entitle its holder to one vote per Common Interest on each matter on which the Member shall be entitled to vote. All Common Interests shall be identical with each other in every respect. The Company shall be authorized to issue 5,000,000 Common Interests. In exchange for all of the outstanding shares of American Stock Transfer & Trust Company held by the Member, the 5,000,000 Common Interests shall be issued to the Member. The Member shall own all of the Common Interests issued and outstanding.

b. Capital Contributions. From time to time, the Board may determine that the Company requires capital and may request the Member to make capital contribution(s) in an amount determined by the Board. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.

c. Right to Issue Certificates. The ownership of a Common Interest by a Member shall be evidenced by a certificate (a “Certificate”) issued by the Company. All Common Interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in any jurisdiction, including without limitation the State of New York.

d. Form of Certificates. Certificates attesting to the ownership of Common Interests in the Company shall be in substantially the form set forth in Exhibit A hereto and shall state that the Company is a limited liability trust company formed under the laws of the State of New York, the name

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of the Member to whom such Certificate is issued and that the Certificate represents limited liability trust company interests within the meaning of the Act and the Banking Law. Each Certificate shall bear the following legend:

“THIS CERTIFICATE EVIDENCES COMMON INTERESTS IN THE AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE COMMON INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT OF THE COMPANY DATED AS OF JUNE 29, 2015 (AS MAY BE AMENDED, RESTATED, AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLTC AGREEMENT”). A COPY OF THE LLTC AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

e. Execution. Each Certificate shall be signed by the Chief Executive Officer, the President, the Secretary, an Assistant Secretary or other authorized officer or person of the Company by either manual or facsimile signature.

f. Registrar. The Company shall maintain an office where Certificates may be presented for registration of transfer or for exchange. Unless otherwise designated, the Secretary of the Company shall act as registrar and shall keep a register of the Certificates and of their transfer and exchange.

g. Issuance. The Certificates of the Company shall be numbered and registered in the interest register or transfer books of the Company as they are issued.

h. Common Interest Holder Lists. The Company shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all holders of Common Interests.

i. Transfer and Exchange. When Certificates are presented to the Company with a request to register a transfer, the Company shall register the transfer or make the exchange on the register or transfer books of the Company; provided, that any Certificates presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by the holder thereof or his attorney duly authorized in writing. Notwithstanding the foregoing, the Company shall not be required to register the transfer, or exchange, any Certificate if as a result the transfer of the Common Interest at issue would cause the Company or the Member to violate the Securities Act, the Exchange Act, the Investment Company Act, or the laws, rules, regulations, orders and other directives of any Governmental Authority or otherwise violate the terms of this Agreement or the Shareholders Agreement.

j. Record Holder. Except to the extent that the Company shall have received written notice of an assignment of Common Interests and such assignment complies with the requirements of Section 7(a) of this Agreement, the Company shall be entitled to treat the individual or entity in whose name any Certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Common Interests on the part of any other individual or entity.

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k. Replacement Certificates. If any mutilated Certificate is surrendered to the Company, or the Company receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, the Company shall issue a replacement Certificate if the requirements of Section 8-405 of the Uniform Commercial Code are met. If required by the Company, an indemnity and/or the deposit of a bond in such form and in such sum, and with such surety or sureties as the Company may direct, must be supplied by the holder of such lost, destroyed or stolen Certificate that is sufficient in the judgment of the Company to protect the Company from any loss that it may suffer if a Certificate is replaced. The Company may charge for its expenses incurred in connection with replacing a Certificate.

ARTICLE 5

Profits, Losses and Distributions

a. Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

b. Distributions. The Board shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Board. The distributions of the Company shall be allocated entirely to the Member, provided, however, such distributions are in accordance with the Banking Law.

ARTICLE 6

Events of Dissolution

The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events (each, an “Event of Dissolution”):

a. The Board votes for dissolution; or

b. A dissolution of the Company under Section 102-a(2) of the Banking Law or Section 701 of the Act.

ARTICLE 7

Transfer of Interests in the Company

Except upon approval of the Member’s Board in accordance with Section 4.2 of the Member’s Shareholder’s Agreement, the Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member.

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ARTICLE 8

Exculpation and Indemnification

a. Exculpation. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act or Banking Law. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, Managers, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

b. Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Article 8.

c. Insurance. The Board in its discretion shall have the power to cause the Company to purchase and maintain insurance in accordance with, and subject to, the Act and Banking Law.

d. Amendments. Any repeal or modification of this Article 8 by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article 8, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE 9

Miscellaneous

a. Tax Treatment. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes).

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b. Amendments. Amendments to this Agreement and to the Certificate of Formation shall be approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act.

c. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

e. Limited Liability Trust Company. The Member intends to form a limited liability trust company and does not intend to form a partnership under the laws of the State of New York or any other laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above.

ARMOR HOLDING II LLC, as sole member
By:	/s/ Martin G. Flanigan
Name:	Martin G. Flanigan
Title:	Chief Financial Officer

[Signature Page to Third Amended and Restated Limited Liability Trust Company Agreement]

EXHIBIT A

[FORM OF CERTIFICATE]

Number [*] Common Interest [*]

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

a limited liability trust company formed under the laws of the State of New York

Limited Liability Trust Company Common Interest

[Legend]

THIS CERTIFICATE EVIDENCES COMMON INTERESTS IN THE AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE COMMON INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT OF THE COMPANY DATED AS OF JUNE 29, 2015 (AS MAY BE AMENDED, RESTATED, AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLTC AGREEMENT”). A COPY OF THE LLTC AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

This Certifies that                                          is the owner of                      fully paid and non-assessable Common Interests of the above-named Company and is entitled to the full benefits and privileges of such Common Interest, subject to the duties and obligations, as more fully set forth in the Agreements. This Certificate is transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Limited Liability Company has caused this Certificate, and the Common Interest it represents, to be signed by its duly authorized officer this      day of     , 20    .

By:

[Name]

[Title]

[Exhibit A to Third Amended and Restated Limited Liability Trust Company Agreement]

EXHIBIT T-1.6

August 7, 2015

Securities and Exchange Commission

Washington, DC 20549

Gentlemen:

Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of 1939, and subject to the limitations therein contained, American Stock Transfer & Trust Company, LLC hereby consents that reports of examinations of said corporation by Federal, State, Territorial or District authorities may be furnished by such authorities to you upon request therefor.

Very truly yours,
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Paul H. Kim
Name:	Paul H. Kim
Title:	Assistant General Counsel

EXHIBIT T-1.7