EX-5.1 17 d485286dex51.htm EXHIBIT 5.1 EXHIBIT 5.1

Exhibit 5.1

 

   355 South Grand Avenue
   Los Angeles, California   90071-1560
   Tel: +1.213.485.1234   Fax: +1.213.891.8763
   www.lw.com

 

LOGO

   FIRM / AFFILIATE OFFICES
   Abu Dhabi    Moscow
   Barcelona    Munich
   Beijing    New Jersey
   Boston    New York
   Brussels    Orange County
   Chicago    Paris

February 14, 2013

 

Kennedy-Wilson, Inc.

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA 90212

    Doha    Riyadh
   Dubai    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.
   Milan   

 

  Re: Registration Statement on Form S-4 Relating to Exchange Offer for up to $100,000,000 in Aggregate Principal Amount of Kennedy-Wilson, Inc.’s 8.750% Senior Notes Due 2019

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $100,000,000 in aggregate principal amount of its 8.750% Senior Notes due 2019 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Exhibit A hereto (the “Guarantors”), pursuant to an indenture, dated as of April 5, 2011 (as supplemented or amended, the “Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 8.750% Senior Notes due 2019 (the “Private Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters

February 14, 2013

Page 2

 

LOGO

 

concerning the laws of the States of California, Delaware and Illinois are addressed in the letter of Kulik, Gottesman & Siegel, LLP, which has been separately provided to you. We express no opinion with respect to those matters herein, and, to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms.

Our opinion is subject to the following: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which a proceeding is brought; (iii) the invalidity in certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability, where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 6.15 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation, to the extent such modification constitutes a novation, (g) advance waivers of claims, defenses, rights granted by law, notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules (without limiting other laws excluded by customary practice).

February 14, 2013

Page 3

 

LOGO

 

With your consent, we have assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their terms and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ LATHAM & WATKINS LLP

February 14, 2013

Page 4

 

LOGO

 

Exhibit A

Guarantors

 

1. Kennedy-Wilson Holdings, Inc., a Delaware corporation
2. Kennedy-Wilson Properties, Ltd., a Delaware corporation
3. Kennedy-Wilson Property Services, Inc., a Delaware corporation
4. Kennedy-Wilson Property Services II, Inc., a Delaware corporation
5. Kennedy Wilson Property Services III, L.P., a Delaware limited partnership
6. Kennedy-Wilson Property Equity, Inc., a Delaware corporation
7. Kennedy-Wilson Property Equity II, Inc., a Delaware corporation
8. Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation
9. Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation
10. Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company
11. K-W Properties, a California corporation
12. Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company
13. KW BASGF II Manager, LLC, a Delaware limited liability company
14. KWF Investors I, LLC, a Delaware limited liability company
15. KWF Investors II, LLC, a Delaware limited liability company
16. KWF Investors III, LLC, a Delaware limited liability company
17. KWF Manager I, LLC, a Delaware limited liability company
18. KWF Manager II, LLC, a Delaware limited liability company
19. KWF Manager III, LLC, a Delaware limited liability company
20. Kennedy Wilson Overseas Investments, Inc., a Delaware corporation
21. Fairways 340 Corp., a Delaware corporation
22. KW - Richmond, LLC, a Delaware limited liability company
23. SG KW Venture I Manager LLC, a Delaware limited liability company
24. KW Loan Partners I LLC, a Delaware limited liability company
25. KW Loan Partners II LLC, a California limited liability company
26. KW Summer House Manager, LLC, a Delaware limited liability company
27. KW Montclair, LLC, a Delaware limited liability company
28. KW Blossom Hill Manager, LLC, a Delaware limited liability company
29. KW Serenade Manager, LLC, a Delaware limited liability company
30. K-W Santiago Inc., a California corporation
31. KW Redmond Manager, LLC, a Delaware limited liability company
32. Dillingham Ranch Aina LLC, a Delaware limited liability company
33. 68-540 Farrington, LLC, a Delaware limited liability company
34. KW Dillingham Aina LLC, a Delaware limited liability company
35. Kennedy Wilson Fund Management Group, LLC, a California limited liability company
36. Kennedy-Wilson International, a California corporation
37. Kennedy- Wilson Tech, Ltd., a California corporation
38. KWP Financial I, a California corporation
39. Kennedy-Wilson Properties, LTD., an Illinois corporation
40. Kennedy Wilson Auction Group Inc., a California corporation
41. KWF Manager IV, LLC, a Delaware limited liability company
42. KWF Manager V, LLC, a Delaware limited liability company

February 14, 2013

Page 5

 

LOGO

 

43. KW Ireland, LLC, a Delaware limited liability company
44. Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company
45. KW Builder Marketing Services, Inc. (formerly KW Residential Group, Inc.), a California corporation
46. KW Fund IV—Kohanaiki, LLC, a Delaware limited liability company
47. KW Telstar Partners, LLC, a Delaware limited liability company
48. KWF Investors IV, LLC, a Delaware limited liability company
49. KWF Investors V, LLC, a Delaware limited liability company
50. Meyers Research, LLC, a Delaware limited liability company
51. KW Armacost, LLC, a Delaware limited liability company
52. Santa Maria Land Partners Manager, LLC, a Delaware limited liability company
53. KW Investment Adviser, LLC, a Delaware limited liability company
54. Kennedy-Wilson Capital, a California corporation
55. KW Captowers Partners, LLC, a Delaware limited liability company
56. KW Four Points, LLC, a Delaware limited liability company
57. KW Loan Partners VII, LLC, a Delaware limited liability company
58. KWF Investors VII, LLC, a Delaware limited liability company
59. KWF Manager VII, LLC, a Delaware limited liability company
60. KW Residential Capital, LLC, a Delaware limited liability company
61. KW Boise Plaza, LLC, a Delaware limited liability company
62. KW Loan Partners VIII, LLC, a Delaware limited liability company
63. KW UR Investments 1, LLC, a Delaware limited liability company
64. KW UR Investments 2, LLC, a Delaware limited liability company
65. Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership
66. Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company
67. KW/CV Third-Pacific Manager, LLC, a Delaware limited liability company
68. KW EU Loan Partners II, LLC, a Delaware limited liability company
69. KWF Investors VIII, LLC, a Delaware limited liability company
70. KWF Manager VIII, LLC, a Delaware limited liability company
71. KW 1200 Main, LLC, a Delaware limited liability company
72. KW Harrington LLC, a Delaware limited liability company
73. KW 5200 Lankershim Manager, LLC, a Delaware limited liability company
74. KWF Manager X, LLC, a Delaware limited liability company
75. KWF Manager XI, LLC, a Delaware limited liability company
76. KWF Manager XII, LLC, a Delaware limited liability company