Attached files
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EX-5.2 - OPINION OF JOHN MCDONALD - Toll Brothers, Inc. | ex5-2.htm |
EX-4.3 - FORM OF GLOBAL NOTE - Toll Brothers, Inc. | ex4-3.htm |
EX-4.2 - AUTHORIZING RESOLUTION - Toll Brothers, Inc. | ex4-2.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Toll Brothers, Inc. | ex1-1.htm |
8-K - CURRENT REPORT - Toll Brothers, Inc. | form8k.htm |
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
January 22, 2018
Toll Brothers, Inc.
$400,000,000 4.350% Senior Notes due 2028
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 4.350% Senior Notes due 2028 (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 January 22, 2018 (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) the By-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
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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 January 16, 2018; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on January 16, 2018; the Action Taken by Unanimous Written Consent of the Board of Directors of the Company, duly adopted on January 16, 2018; the Resolutions of a committee of the Board of Directors of the Company, duly adopted on January 17, 2018; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on January 17, 2018; 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 January 22, 2018, pursuant to which the Authorizing Resolution was adopted; (e) the Registration Statement on Form S‑3 (Registration No. 333‑202046) filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2015, as amended by Post-Effective Amendment No. 1 thereto on October 27, 2015, by Post-Effective Amendment No. 2 thereto on March 7, 2017, by Post-Effective Amendment No. 3 thereto on June 7, 2017 and by Post-Effective Amendment No. 4 thereto on January 17, 2018 (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, 2015 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (g) the Prospectus Supplement dated January 17, 2018, 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 January 17, 2018, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (i) the Underwriting Agreement dated January 17, 2018 (the “Underwriting Agreement”), among the Issuer, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA 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 Seventeenth 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.
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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 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,
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/s/ Cravath, Swaine & Moore LLP |
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, Pennsylvania 19044
O
Schedule I – Delaware Goarantors
134 Bay Street LLC
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Toll Corp.
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Ashford Land Company, L.P.
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Toll DE II LP
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Byers Commercial LLC
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Toll DE LP
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Component Systems I LLC
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Toll Diamond Corp.
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Component Systems II LLC
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Toll EB, LLC
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Dominion III Corp.
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Toll Equipment, L.L.C.
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Dominion IV LLC
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Toll Golden Corp.
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ESE Consultants, Inc.
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Toll Hoboken LLC
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First Brandywine Investment Corp. II
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Toll Holdings, Inc.
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First Brandywine Investment Corp. IV
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Toll Land Corp. No. 50
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First Brandywine LLC I
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Toll MA Holdings LLC
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First Brandywine LLC II
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Toll MA Land II GP LLC
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First Brandywine Partners, L.P.
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Toll Mid-Atlantic II LLC
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First Huntingdon Finance Corp.
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Toll Mid-Atlantic LP Company, Inc.
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Hoboken Land I LLC
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Toll Midwest LLC
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Hockessin Chase, L.P.
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Toll Morgan Street LLC
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Liseter, LLC
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Toll NJX-I Corp.
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Morgan Street JV LLC
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Toll Northeast II LLC
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Plum Canyon Master LLC
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Toll Northeast LP Company, Inc.
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PRD Investors, Inc.
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Toll Northeast Services, Inc.
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PRD Investors, LLC
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Toll Realty Holdings Corp. I
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Rancho Costera LLC
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Toll Realty Holdings Corp. II
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Shapell Hold Properties No. 1, LLC
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Toll Realty Holdings LP
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Shapell Homes, Inc.
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Toll Southeast II LLC
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Shapell Industries, Inc.
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Toll Southeast LP Company, Inc.
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Shapell Land Company, LLC
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Toll Southwest II LLC
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TB Kent Partners LLC
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Toll Southwest LLC
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TB Proprietary Corp.
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Toll VA GP Corp.
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Toll Architecture I, P.A.
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Toll VA LLC
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Toll Architecture, Inc.
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Toll VA Member Two, Inc.
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Toll Bros., Inc.
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Toll West Coast II LLC
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Toll Brothers Canada USA, Inc.
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Toll West Coast LLC
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Toll Brothers, Inc.
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Upper K Investors, Inc.
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Toll CA Holdings, Inc.
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Upper K Investors, LLC
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Toll Centennial Corp.
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Upper K-Shapell, LLC
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Toll Corners LLC
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Schedule II – New York Guarantors
110-112 Third Ave. Realty Corp.
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89 Park Avenue LLC
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Toll at Whippoorwill, L.P.
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Toll Brooklyn L.P.
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Toll Land V Limited Partnership
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Toll Land VI Limited Partnership
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Toll Land VII LLC
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Toll Lexington LLC
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Toll NY II LLC
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Toll NY III L.P.
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Toll NY IV L.P.
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Toll NY L.P.
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Toll NY V L.P.
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Toll Van Wyck, LLC
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Schedule III – Other Guarantors
Toll Bros. of Arizona, Inc.
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Frenchman’s Reserve Realty, LLC
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Toll Brothers AZ Construction Company
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Jacksonville TBI Realty LLC
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Toll Brothers AZ Limited Partnership
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Mizner Realty, L.L.C.
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Toll Prasada LLC
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Naples TBI Realty, LLC
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Arbors Porter Ranch, LLC
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Orlando TBI Realty LLC
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Placentia Development Company, LLC
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Tampa TBI Realty LLC
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Porter Ranch Development Co.
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TBI/Palm Beach Limited Partnership
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Sorrento at Dublin Ranch I LP
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Toll Estero Limited Partnership
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Sorrento at Dublin Ranch III LP
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Toll FL I, LLC
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Toll CA I LLC
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Toll FL II Limited Partnership
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Toll CA II, L.P.
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Toll FL III Limited Partnership
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Toll CA III LLC
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Toll FL IV Limited Partnership
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Toll CA III, L.P.
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Toll FL IV LLC
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Toll CA IV, L.P.
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Toll FL Limited Partnership
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Toll CA IX, L.P.
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Toll FL V Limited Partnership
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Toll CA Note II LLC
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Toll FL V LLC
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Toll CA V, L.P.
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Toll FL VI Limited Partnership
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Toll CA VI, L.P.
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Toll FL VII Limited Partnership
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Toll CA VII, L.P.
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Toll FL VIII Limited Partnership
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Toll CA VIII, L.P.
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Toll FL X Limited Partnership
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Toll CA X, L.P.
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Toll FL XII Limited Partnership
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Toll CA XI, L.P.
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Toll FL XIII Limited Partnership
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Toll CA XII, L.P.
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Toll Ft. Myers Limited Partnership
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Toll CA XIX, L.P.
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Toll Jacksonville Limited Partnership
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Toll CA XX, L.P.
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Toll Jupiter LLC
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Toll CA, L.P.
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Toll Orlando Limited Partnership
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Toll Land XIX Limited Partnership
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Toll GA LP
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Toll Land XX Limited Partnership
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Toll ID I LLC
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Toll Land XXII Limited Partnership
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Toll IL HWCC, L.P.
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Toll Land XXIII Limited Partnership
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Toll IL II, L.P.
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Toll Stonebrae LP
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Toll IL III, L.P.
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Toll YL II, L.P.
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Toll IL IV, L.P.
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Toll-Dublin, L.P.
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Toll IL WSB, L.P.
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Toll-Dublin, LLC
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Toll IL, L.P.
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Toll CO I LLC
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Toll IN LLC
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Toll CO II, L.P.
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CC Estates Limited Partnership
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Toll CO III, L.P.
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The Bird Estate Limited Partnership
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Toll CO, L.P.
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Toll MA Development LLC
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Southport Landing Limited Partnership
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Toll MA I LLC
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Toll CT II Limited Partnership
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Toll MA II LLC
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Toll CT III Limited Partnership
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Toll MA III LLC
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Toll CT IV Limited Partnership
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Toll MA IV LLC
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Toll CT Limited Partnership
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Toll MA Land III Limited Partnership
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Toll Glastonbury LLC
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Toll MA Land Limited Partnership
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Toll Land XVIII Limited Partnership
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Toll MA Management LLC
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Binks Estates Limited Partnership
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Long Meadows TBI, LLC
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Toll MD AF Limited Partnership
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Block 255 LLC
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Toll MD I, L.L.C.
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Block 268 LLC
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Toll MD II Limited Partnership
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CWG Construction Company LLC
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Toll MD II LLC
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Enclave at Long Valley I LLC
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Toll MD III Limited Partnership
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Enclave at Long Valley II LLC
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Toll MD III LLC
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Estates at Princeton Junction, L.P.
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Toll MD IV Limited Partnership
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Hoboken Cove LLC
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Toll MD IV LLC
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Hoboken Land LP
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Toll MD IX Limited Partnership
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Laurel Creek, L.P.
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Toll MD Limited Partnership
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PT Maxwell Holdings, LLC
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Toll MD V Limited Partnership
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PT Maxwell, L.L.C.
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Toll MD VI Limited Partnership
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Regency at Denville, LLC
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Toll MD VII Limited Partnership
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Regency at Washington I LLC
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Toll MD VIII Limited Partnership
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Regency at Washington II LLC
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Toll MD X Limited Partnership
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Toll at Westlake, L.P.
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Toll MD XI Limited Partnership
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Toll Grove LP
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Arbor Hills Development LLC
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Toll Hudson LP
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HQZ Acquisitions, Inc.
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Toll Land IV Limited Partnership
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Silverman-Toll Limited Partnership
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Toll Land XI Limited Partnership
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The Silverman Building Companies, Inc.
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Toll Land XVI Limited Partnership
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Toll MI II Limited Partnership
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Toll Land XXV Limited Partnership
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Toll MI III Limited Partnership
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Toll NJ I, L.L.C.
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Toll MI IV Limited Partnership
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Toll NJ II, L.L.C.
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Toll MI Limited Partnership
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Toll NJ II, L.P.
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Toll MI V Limited Partnership
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Toll NJ III, L.P.
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Toll MI VI Limited Partnership
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Toll NJ III, LLC
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Toll MI VII Corp.
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Toll NJ IV LLC
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Toll MN II, L.P.
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Toll NJ IV, L.P.
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Toll MN, L.P.
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Toll NJ VI, L.P.
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Brier Creek Country Club I LLC
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Toll NJ VII, L.P.
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Brier Creek Country Club II LLC
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Toll NJ VIII, L.P.
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NC Country Club Estates Limited Partnership
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Toll NJ XI, L.P.
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Toll at Brier Creek Limited Partnership
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Toll NJ XII LP
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Toll Bros. of North Carolina II, Inc.
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Toll NJ, L.P.
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Toll Bros. of North Carolina, Inc.
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Toll Port Imperial LLC
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Toll NC I LLC
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Coleman-Toll Limited Partnership
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Toll NC II LP
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Toll Henderson LLC
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Toll NC III LP
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Toll North LV LLC
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Toll NC IV LLC
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Toll North Reno LLC
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Toll NC Note II LLC
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Toll NV GP Corp.
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Toll NC Note LLC
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Toll NV GP I LLC
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Toll NC, L.P.
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Toll NV Holdings LLC
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126-142 Morgan Street Urban Renewal LLC
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Toll NV Limited Partnership
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1400 Hudson LLC
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Toll South LV LLC
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1450 Washington LLC
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Toll South Reno LLC
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1451 Hudson LLC
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Toll Sparks LLC
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1500 Garden St. LLC
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Toll SW Holding I Corp.
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700 Grove Street Urban Renewal LLC
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Toll SW Holding LLC
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Audubon Ridge, L.P.
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Toll Dallas TX LLC
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Broad Run Associates, L.P.
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Toll Houston Land LLC
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Byers Commercial LP
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Toll Houston TX LLC
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Cold Spring Hunt, L.P.
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Toll San Antonio TX LLC
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Goshen Road Land Company LLC
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Toll TX Note LLC
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Greens at Waynesborough, L.P.
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Belmont Country Club I LLC
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Hatboro Road Associates LLC
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Belmont Country Club II LLC
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Liseter Land Company LLC
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Belmont Land, L.P.
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Springton Pointe, L.P.
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Dominion Country Club, L.P.
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Stone Mill Estates, L.P.
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Dominion Valley Country Club I LLC
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Swedesford Chase, L.P.
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Dominion Valley Country Club II LLC
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Toll Bros., Inc.
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Fairfax Investment, L.P.
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Toll Brothers Real Estate, Inc.
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Loudoun Valley Associates, L.P.
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Toll Naval Associates
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Martinsburg Ventures, L.L.C.
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Toll PA Development LP
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Regency at Dominion Valley LLC
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Toll PA II, L.P.
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South Riding Amberlea LP
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Toll PA III, L.P.
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South Riding Partners Amberlea LP
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Toll PA IV, L.P.
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South Riding Partners, L.P.
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Toll PA IX, L.P.
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South Riding Realty LLC
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Toll PA Management LP
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South Riding, L.P.
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Toll PA Twin Lakes LLC
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SR Amberlea LLC
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Toll PA V, L.P.
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SRLP II LLC
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Toll PA VI, L.P.
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The Regency Golf Club I LLC
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Toll PA VIII, L.P.
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The Regency Golf Club II LLC
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Toll PA X, L.P.
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Toll Cedar Hunt LLC
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Toll PA XI, L.P.
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Toll Land IX Limited Partnership
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Toll PA XII, L.P.
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Toll Land X Limited Partnership
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Toll PA XIII, L.P.
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Toll Land XV Limited Partnership
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Toll PA XIV, L.P.
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Toll Land XXI Limited Partnership
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Toll PA XIX, L.P.
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Toll Stratford LLC
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Toll PA XV, L.P.
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Toll VA II, L.P.
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Toll PA XVI, L.P.
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Toll VA III, L.L.C.
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Toll PA XVII, L.P.
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Toll VA III, L.P.
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Toll PA XVIII, L.P.
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Toll VA IV, L.P.
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Toll PA, L.P.
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Toll VA V, L.P.
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Toll RI II, L.P.
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Toll VA VI, L.P.
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Toll RI, L.P.
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Toll VA VII, L.P.
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Toll Vanderbilt II LLC
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Toll VA VIII, L.P.
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Vanderbilt Capital, LLC
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Toll VA, L.P.
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Toll SC II, L.P.
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Virginia Construction Co. I, LLC
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Toll SC III, L.P.
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Virginia Construction Co. II, LLC
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Toll SC IV, L.P.
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Toll WA GP Corp.
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Toll SC, L.P.
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Toll WA LP
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Toll Austin TX II LLC
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Toll WV GP Corp.
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Toll Austin TX III LLC
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Toll WV LP
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Toll Austin TX LLC
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Toll BBC II LLC
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Toll BBC LLC
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