Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HOVNANIAN ENTERPRISES INC | y91162e8vk.htm |
| EX-5.4 - EX-5.4 - HOVNANIAN ENTERPRISES INC | y91162exv5w4.htm |
| EX-1.2 - EX-1.2 - HOVNANIAN ENTERPRISES INC | y91162exv1w2.htm |
| EX-99.1 - EX-99.1 - HOVNANIAN ENTERPRISES INC | y91162exv99w1.htm |
| EX-4.27 - EX-4.27 - HOVNANIAN ENTERPRISES INC | y91162exv4w27.htm |
| EX-4.26 - FX-4.26 - HOVNANIAN ENTERPRISES INC | y91162exv4w26.htm |
Exhibit 5.3
[Simpson Thacher & Bartlett Letterhead]
May 5, 2011
Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
K. Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
Ladies and Gentlemen:
We have acted as counsel to Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”),
and to K. Hovnanian Enterprises, Inc., a California corporation and a wholly-owned subsidiary of
Hovnanian (“K. Hovnanian”), and to certain other subsidiaries of Hovnanian (the “Subsidiary
Registrants”) in connection with the Registration Statement on Form S-3 (File No. 333-173365) (the
“Registration Statement”) filed by Hovnanian, K. Hovnanian and the Subsidiary Registrants with the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Securities Act”), and the issuance thereunder by K. Hovnanian of $12,000,000 aggregate
principal amount of 10⅝% Senior Secured Notes due 2016 (the “Notes”), unconditionally guaranteed
(each a “Guarantee,” and collectively, the “Guarantees”) on a senior secured basis by Hovnanian and
the Subsidiary Registrants (together, in such capacity, the “Guarantors”), pursuant to the
Underwriting Agreement dated April 29, 2011, among K. Hovnanian, the Guarantors and the underwriter
named therein (the “Underwriting Agreement”).
We have examined the Registration Statement as it became effective under the Securities Act;
K. Hovnanian’s and Hovnanian’s prospectus dated April 18, 2011 (the “Base Prospectus”),
as supplemented by the prospectus supplement dated April 29, 2011 (together with the Base
Prospectus, the “Prospectus”), filed by K. Hovnanian and Hovnanian pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Securities Act; the Indenture dated as of October 20, 2009 (the “Base Indenture”), among K. Hovnanian,
Hovnanian, the other Guarantors party thereto and Wilmington Trust Company, a Delaware banking
corporation, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated
as of May 4, 2011 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), among K. Hovnanian, Hovnanian, the other Guarantors party thereto and the Trustee; a
duplicate of the global note representing the Notes; a duplicate of the Guarantees annexed to the
Notes; and the Underwriting Agreement.
We also have examined the originals, or duplicates or certified or conformed copies, of such
corporate and other records, agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the opinions hereinafter
set forth. As to questions of fact material to this opinion, we have relied upon certificates or
comparable documents or statements of public officials and of officers and representatives of
Hovnanian and K. Hovnanian.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies and the authenticity of the originals of such latter documents.
We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that:
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| 1. | Assuming the Notes have been duly authorized, executed and issued by K. Hovnanian and, assuming due authentication thereof by the Trustee, the Notes constitute valid and legally binding obligations of K. Hovnanian enforceable against K. Hovnanian in accordance with their terms. | ||
| 2. | Assuming the Guarantees have been duly authorized, executed and issued by the Subsidiary Registrants, and assuming due authentication of the Notes by the Trustee, the Guarantees constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms. |
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New
York, the federal Law of the United States and the Delaware General Corporation Law (including the
statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Current Report on
Form 8-K of Hovnanian filed with the Commission in connection with
the closing of the offering of the Notes
and to the use of our name under the caption “Legal Matters” in the Prospectus.
| Very truly yours, |
||||
| /s/ Simpson Thacher & Bartlett | ||||
| SIMPSON THACHER & BARTLETT LLP | ||||
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