Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
September 12, 2019
Toll Brothers, Inc.
$400,000,000 3.800% Senior Notes due 2029
Ladies and Gentlemen:
We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the “Company”), and Toll Brothers Finance Corp., a Delaware corporation (the “Issuer”), in connection with the public offering and sale by the Issuer of $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 (the “Senior Notes”) to be issued under the Indenture dated as of February 7, 2012 (the “Base Indenture”), among the Issuer, the Company, the Guarantors (as defined below) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Authorizing Resolution dated September 12, 2019 (the “Authorizing Resolution” and, together with the Base Indenture, the “Indenture”). The Senior Notes will be on the date hereof guaranteed (the “Guarantees”) by the entities set forth on Schedule I hereto (collectively, the “Delaware Guarantors”), by the entities set forth on Schedule II hereto (collectively, the “New York Guarantors” and, together with the Delaware Guarantors, the “Covered Guarantors”) and by the entities set forth on Schedule III hereto (the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Certificate of Incorporation of the Issuer and the Company, as amended; (b) theBy-laws of the Issuer and the Company, as amended; (c) the Certificate of Incorporation,By-laws or other comparable organizational documents, as the case may be, of each other Covered Guarantor; (d) the Omnibus Written Consent of (i) all of the members of the boards of directors of the corporations listed on Schedule I thereto and (ii) the person or persons authorized to act (whether directly or indirectly through a Guarantor) with regard thereto on behalf of one or more of the entities listed on Schedule II thereto, in each case duly adopted by unanimous consent on September 6, 2019; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on September 6, 2019; the Public Debt and Equity Securities Committee Charter of the
Board of Directors of the Company, duly adopted on June 7, 2009; the resolutions of the Public Debt and Equity Securities Committee of the Company, duly adopted on September 6, 2019; the Pricing Resolutions of the Committee Appointed by the Public Debt and Equity Securities Committee of the Board of Directors of the Company, duly adopted on September 9, 2019; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on September 9, 2019; and the Joint Action of the Persons Authorized to Act on Behalf of each of the Issuer, the Company and the Guarantors, duly adopted on September 12, 2019, pursuant to which the Authorizing Resolution was adopted; (e) the Registration Statement onForm S-3 (RegistrationNo. 333-222996) filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2018, as amended by Post-Effective Amendment No. 1 thereto on September 9, 2019 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited aggregate amount of various securities of the Company, the Issuer or certain other subsidiaries of the Company, to be issued from time to time by the Company, the Issuer or such subsidiaries; (f) the related Prospectus dated February 12, 2018 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (g) the Prospectus Supplement dated September 9, 2019, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the “Prospectus”); (h) the Pricing Term Sheet dated September 9, 2019, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (i) the Underwriting Agreement dated September 9, 2019 (the “Underwriting Agreement”), among the Issuer, the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters names therein; and (j) the Indenture (including the First through Twentieth Supplemental Indentures thereof) and the forms of the Senior Notes and Guarantees.
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Issuer and the Company and documents furnished to us by the Issuer and the Company without independent verification of their accuracy. We have also assumed (a) with your consent and without independent investigation or verification, 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 authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the Guarantees have been duly authorized, executed and delivered by each of the Other Guarantors.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that, when the Senior Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, (i) the Senior Notes will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar
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laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors entitled to the benefits of the Guarantees and enforceable against the Guarantors in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the Federal laws of the United States of America.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, |
/s/ Cravath, Swaine & Moore LLP |
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, Pennsylvania 19044
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Schedule I – Delaware Guarantors
134 Bay Street LLC | Toll MA Holdings LLC | |
Ashford Land Company, L.P. | Toll MA Land II GP LLC | |
Byers Commercial LLC | Toll Mid-Atlantic II LLC | |
Component Systems I LLC | Toll Mid-Atlantic LP Company, Inc. | |
Component Systems II LLC | Toll Mid-Atlantic V Corp. | |
Dominion III Corp. | Toll Midwest LLC | |
ESE Consultants, Inc. | Toll Morgan Street LLC | |
First Brandywine Investment Corp. II | Toll NJX-I Corp. | |
First Brandywine Investment Corp. IV | Toll Northeast II LLC | |
First Brandywine LLC I | Toll Northeast LP Company, Inc. | |
First Brandywine LLC II | Toll Northeast Services, Inc. | |
First Brandywine Partners, L.P. | Toll Northeast V Corp. | |
First Huntingdon Finance Corp. | Toll Northeast VIII LLC | |
Hoboken Land I LLC | Toll Realty Holdings Corp. I | |
Hockessin Chase, L.P. | Toll Realty Holdings Corp. II | |
Liseter, LLC | Toll Realty Holdings LP | |
Morgan Street JV LLC | Toll Southeast II LLC | |
Plum Canyon Master LLC | Toll Southeast Inc. | |
PRD Investors, Inc. | Toll Southeast LP Company, Inc. | |
PRD Investors, LLC | Toll Southwest II LLC | |
Rancho Costera LLC | Toll Southwest LLC | |
Shapell Hold Properties No. 1, LLC | Toll VA GP Corp. | |
Shapell Homes, Inc. | Toll VA LLC | |
Shapell Industries, Inc. | Toll VA Member Two, Inc. | |
Shapell Land Company, LLC | Toll West Coast II LLC | |
TB Kent Partners LLC | Toll West Coast LLC | |
TB Proprietary Corp. | Toll West Inc. | |
Toll Architecture I, P.A. | Upper K Investors, Inc. | |
Toll Architecture, Inc. | Upper K Investors, LLC | |
Toll Brothers Canada USA, Inc. | UpperK-Shapell, LLC | |
Toll Brothers, Inc. | ||
Toll CA Holdings, Inc. | ||
Toll Centennial Corp. | ||
Toll Corners LLC | ||
Toll Corp. | ||
Toll DE II LP | ||
Toll DE LP | ||
Toll Diamond Corp. | ||
Toll EB, LLC | ||
Toll Equipment, L.L.C. | ||
Toll Golden Corp. | ||
Toll Hoboken LLC | ||
Toll Holdings, Inc. | ||
Toll Land Corp. No. 50 |
Schedule II – New York Guarantors
110-112 Third Ave. Realty Corp. 89 Park Avenue LLC |
LL Parcel E, LLC |
Toll at Whippoorwill, L.P. |
Toll Brooklyn L.P. |
Toll Land V Limited Partnership |
Toll Land VI Limited Partnership |
Toll Land VII LLC |
Toll Lexington LLC |
Toll NY II LLC |
Toll NY III L.P. |
Toll NY IV L.P. |
Toll NY L.P. |
Toll NY V L.P. |
Toll Van Wyck, LLC |
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Schedule III – Other Guarantors
Toll Bros. of Arizona, Inc. | Frenchman’s Reserve Realty, LLC | |
Toll Brothers AZ Construction Company | Jacksonville TBI Realty LLC | |
Toll Brothers AZ Limited Partnership | Mizner Realty, L.L.C. | |
Toll Prasada LLC | Naples TBI Realty, LLC | |
Arbors Porter Ranch, LLC | Orlando TBI Realty LLC | |
Placentia Development Company, LLC | Tampa TBI Realty LLC | |
Porter Ranch Development Co. | TBI/Palm Beach Limited Partnership | |
Sorrento at Dublin Ranch I LP | Toll Estero Limited Partnership | |
Sorrento at Dublin Ranch III LP | Toll FL I, LLC | |
Toll CA I LLC | Toll FL II Limited Partnership | |
Toll CA II, L.P. | Toll FL III Limited Partnership | |
Toll CA III LLC | Toll FL IV Limited Partnership | |
Toll CA III, L.P. | Toll FL IV LLC | |
Toll CA IV, L.P. | Toll FL Limited Partnership | |
Toll CA IX, L.P. | Toll FL V Limited Partnership | |
Toll CA Note II LLC | Toll FL V LLC | |
Toll CA V, L.P. | Toll FL VI Limited Partnership | |
Toll CA VI, L.P. | Toll FL VII Limited Partnership | |
Toll CA VII, L.P. | Toll FL VIII Limited Partnership | |
Toll CA VIII, L.P. | Toll FL X Limited Partnership | |
Toll CA X, L.P. | Toll FL XII Limited Partnership | |
Toll CA XI, L.P. | Toll FL XIII Limited Partnership | |
Toll CA XII, L.P. | Toll Ft. Myers Limited Partnership | |
Toll CA XIX, L.P. | Toll Jacksonville Limited Partnership | |
Toll CA XX, L.P. | Toll Jupiter LLC | |
Toll CA, L.P. | Toll Orlando Limited Partnership | |
Toll Land XIX Limited Partnership | Toll GA LP | |
Toll Land XX Limited Partnership | Toll ID I LLC | |
Toll Land XXII Limited Partnership | Toll IL HWCC, L.P. | |
Toll Land XXIII Limited Partnership | Toll IL II, L.P. | |
Toll Stonebrae LP | Toll IL III, L.P. | |
Toll YL II, L.P. | Toll IL IV, L.P. | |
Toll-Dublin, L.P. | Toll IL WSB, L.P. | |
Toll-Dublin, LLC | Toll IL, L.P. | |
Toll CO I LLC | Toll IN LLC | |
Toll CO II, L.P. | CC Estates Limited Partnership | |
Toll CO III, L.P. | The Bird Estate Limited Partnership | |
Toll CO, L.P. | Toll MA Development LLC | |
Southport Landing Limited Partnership | Toll MA I LLC | |
Toll CT II Limited Partnership | Toll MA II LLC | |
Toll CT III Limited Partnership | Toll MA III LLC | |
Toll CT IV Limited Partnership | Toll MA IV LLC | |
Toll CT Limited Partnership | Toll MA Land III Limited Partnership | |
Toll Glastonbury LLC | Toll MA Land Limited Partnership | |
Toll Land XVIII Limited Partnership | Toll MA Management LLC | |
Binks Estates Limited Partnership | Long Meadows TBI, LLC |
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Toll MD AF Limited Partnership | Block 255 LLC | |
Toll MD I, L.L.C. | Block 268 LLC | |
Toll MD II Limited Partnership | CWG Construction Company LLC | |
Toll MD II LLC | Enclave at Long Valley I LLC | |
Toll MD III Limited Partnership | Enclave at Long Valley II LLC | |
Toll MD III LLC | Estates at Princeton Junction, L.P. | |
Toll MD IV Limited Partnership | Hoboken Cove LLC | |
Toll MD IV LLC | Hoboken Land LP | |
Toll MD IX Limited Partnership | Laurel Creek, L.P. | |
Toll MD Limited Partnership | PT Maxwell Holdings, LLC | |
Toll MD V Limited Partnership | PT Maxwell, L.L.C. | |
Toll MD VI Limited Partnership | Regency at Denville, LLC | |
Toll MD VII Limited Partnership | Regency at Washington I LLC | |
Toll MD VIII Limited Partnership | Regency at Washington II LLC | |
Toll MD X Limited Partnership | Toll at Westlake, L.P. | |
Toll MD XI Limited Partnership | Toll Grove LP | |
Arbor Hills Development LLC | Toll Hudson LP | |
HQZ Acquisitions, Inc. | Toll Land IV Limited Partnership | |
Silverman-Toll Limited Partnership | Toll Land XI Limited Partnership | |
The Silverman Building Companies, Inc. | Toll Land XVI Limited Partnership | |
Toll MI II Limited Partnership | Toll Land XXV Limited Partnership | |
Toll MI III Limited Partnership | Toll NJ I, L.L.C. | |
Toll MI IV Limited Partnership | Toll NJ II, L.L.C. | |
Toll MI Limited Partnership | Toll NJ II, L.P. | |
Toll MI V Limited Partnership | Toll NJ III, L.P. | |
Toll MI VI Limited Partnership | Toll NJ III, LLC | |
Toll MI VII Corp. | Toll NJ IV LLC | |
Toll MN II, L.P. | Toll NJ IV, L.P. | |
Toll MN, L.P. | Toll NJ VI, L.P. | |
Brier Creek Country Club I LLC | Toll NJ VII, L.P. | |
Brier Creek Country Club II LLC | Toll NJ VIII, L.P. | |
NC Country Club Estates Limited Partnership | Toll NJ XI, L.P. | |
Toll at Brier Creek Limited Partnership | Toll NJ XII LP | |
Toll Bros. of North Carolina II, Inc. | Toll NJ, L.P. | |
Toll Bros. of North Carolina, Inc. | Toll Port Imperial LLC | |
Toll NC I LLC | Coleman-Toll Limited Partnership | |
Toll NC II LP | Toll Henderson LLC | |
Toll NC III LP | Toll North LV LLC | |
Toll NC IV LLC | Toll North Reno LLC | |
Toll NC Note II LLC | Toll NV GP Corp. | |
Toll NC Note LLC | Toll NV GP I LLC | |
Toll NC, L.P. | Toll NV Holdings LLC | |
126-142 Morgan Street Urban Renewal LLC | Toll NV Limited Partnership | |
1400 Hudson LLC | Toll South LV LLC | |
1450 Washington LLC | Toll South Reno LLC | |
1451 Hudson LLC | Toll Sparks LLC | |
1500 Garden St. LLC | Toll SW Holding I Corp. | |
700 Grove Street Urban Renewal LLC | Toll SW Holding LLC |
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Audubon Ridge, L.P. | Toll Dallas TX LLC | |
Broad Run Associates, L.P. | Toll Houston Land LLC | |
Byers Commercial LP | Toll Houston TX LLC | |
Cold Spring Hunt, L.P. | Toll San Antonio TX LLC | |
Goshen Road Land Company LLC | Toll TX Note LLC | |
Greens at Waynesborough, L.P. | Belmont Country Club I LLC | |
Hatboro Road Associates LLC | Belmont Country Club II LLC | |
Liseter Land Company LLC | Belmont Land, L.P. | |
Springton Pointe, L.P. | Dominion Country Club, L.P. | |
Stone Mill Estates, L.P. | Dominion Valley Country Club I LLC | |
Swedesford Chase, L.P. | Dominion Valley Country Club II LLC | |
Toll Bros., Inc. | Fairfax Investment, L.P. | |
Toll Brothers Real Estate, Inc. | Loudoun Valley Associates, L.P. | |
Toll Naval Associates | Martinsburg Ventures, L.L.C. | |
Toll PA Development LP | Regency at Dominion Valley LLC | |
Toll PA II, L.P. | South Riding Amberlea LP | |
Toll PA III, L.P. | South Riding Partners Amberlea LP | |
Toll PA IV, L.P. | South Riding Partners, L.P. | |
Toll PA IX, L.P. | South Riding Realty LLC | |
Toll PA Management LP | South Riding, L.P. | |
Toll PA Twin Lakes LLC | SR Amberlea LLC | |
Toll PA V, L.P. | SRLP II LLC | |
Toll PA VI, L.P. | The Regency Golf Club I LLC | |
Toll PA VIII, L.P. | The Regency Golf Club II LLC | |
Toll PA X, L.P. | Toll Cedar Hunt LLC | |
Toll PA XI, L.P. | Toll Land IX Limited Partnership | |
Toll PA XII, L.P. | Toll Land X Limited Partnership | |
Toll PA XIII, L.P. | Toll Land XV Limited Partnership | |
Toll PA XIV, L.P. | Toll Land XXI Limited Partnership | |
Toll PA XIX, L.P. | Toll Stratford LLC | |
Toll PA XV, L.P. | Toll VA II, L.P. | |
Toll PA XVI, L.P. | Toll VA III, L.L.C. | |
Toll PA XVII, L.P. | Toll VA III, L.P. | |
Toll PA XVIII, L.P. | Toll VA IV, L.P. | |
Toll PA, L.P. | Toll VA V, L.P. | |
Toll RI II, L.P. | Toll VA VI, L.P. | |
Toll RI, L.P. | Toll VA VII, L.P. | |
Toll Vanderbilt II LLC | Toll VA VIII, L.P. | |
Vanderbilt Capital, LLC | Toll VA, L.P. | |
Toll SC II, L.P. | Virginia Construction Co. I, LLC | |
Toll SC III, L.P. | Virginia Construction Co. II, LLC | |
Toll SC IV, L.P. | Toll WV GP Corp. | |
Toll SC, L.P. | Toll WV LP | |
Toll Austin TX II LLC | ||
Toll Austin TX III LLC | ||
Toll Austin TX LLC | ||
Toll BBC II LLC | ||
Toll BBC LLC |
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