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EX-5.1 - EX-5.1 - Kennedy-Wilson Holdings, Inc.d116191dex51.htm
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Exhibit 5.2

 

KULIK GOTTESMAN SIEGEL & WARE LLP

 

Glen L. Kulik

Donald S. Gottesman

Leonard Siegel

Thomas M. Ware II

Gary Kessler

David A. Bernardoni

Mitchell S. Brachman

Justin Nash

Lee Abukasis

  

Attorneys at Law

Comerica Bank Building

15303 Ventura Boulevard

Suite 1400

Sherman Oaks, California 91403

www.kgswlaw.com

 

March 15, 2021

  

Telephone (310) 557-9200

                  (818) 817-3600

Facsimile  (310) 557-0224

 

Sender’s e-mail address:

dgottesman@kgswlaw.com

 

File No. 2192-0001

Kennedy-Wilson Holdings, Inc.

and

Kennedy-Wilson, Inc.

151 S. El Camino Drive

Beverly Hills, CA 90212

 

  Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale to the underwriters (the “Underwriters”) named in Schedule A to the Underwriting Agreement (the “Underwriting Agreement”), dated as of March 1, 2021, among the representative of the Underwriters, the Company and the guarantors party thereto, of $100,000,000 aggregate principal amount of the 4.750% Senior Notes due 2029 (the “2029 Notes”) and $100,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to the Underwriting Agreement. The 2029 Notes are being issued pursuant to an indenture (the “Base Indenture”), dated as of March 25, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No 2029-1 (“Supplemental Indenture No. 2029-1” and, together with the Base Indenture, the “2029 Securities Indenture”), dated as of February 11, 2021, among the Company, the guarantors party thereto and the Trustee. The 2031 Notes are being issued pursuant to the Base Indenture as supplemented by Supplemental Indenture No 2031-1 (“Supplemental Indenture No. 2031-1” and, together with the Base Indenture, the “2031 Securities Indenture”), dated as of February 11, 2021, among the Company, the guarantors party thereto and the Trustee. The Notes will be guaranteed (the “Guarantees,” and, together with the Notes, the “Securities”) by the entities listed on Annex A hereto (collectively, the “Guarantors”).

The offer and sale of the Securities is being made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-235473) under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2019 (such registration statement, as amended, the “Registration Statement”), and a prospectus supplement (the “Prospectus Supplement”) filed by the Company with the Commission on March 2, 2021.


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 2

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement, other than as expressly stated herein with respect to the issue of the Securities.

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 California and Illinois, the general corporation law of the state of Delaware and the Delaware Limited Liability Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of California, Delaware and Illinois, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state; provided, however, that we are admitted to practice law only in the State of California and have assumed without further inquiry that the laws of the State of Illinois are substantially similar to and would lead to the same result as those of the State of California in respect of the opinions contained herein an dbase our opinions upon such assumption. Various matters concerning the laws of the State of New York are addressed in the letter of Latham & Watkins 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, the certificates representing the Notes have been duly executed and delivered by the Company, and, when duly authenticated by the Trustee in accordance with the 2029 Securities Indenture (in the case of the 2029 Notes) or the 2031 Securities Indenture (in the case of the 2031 Notes) and delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, (a) the Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and (b) the Guarantees will be legally valid and binding obligations of the respective Guarantors, enforceable against the respective Guarantors in accordance with their terms.

Our opinions are subject to: (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 under 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


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 3

 

(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) waivers of rights or defenses, including those contained in Section 4.4 of the Base 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 any Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or 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) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) provisions purporting to make a guarantor primarily liable rather than as a surety, (o) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (p) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (q) 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 and (r) the severability, if invalid, of provisions to the foregoing effect. We are not passing upon the creation, validity, attachment, perfection, or priority of any lien or security interest.

With your consent, we have assumed that (i) each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 has been duly authorized, executed and delivered by the Trustee, (ii) each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 constitutes legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms, and (iii) the status of each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to 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 of this opinion as an exhibit to a Current Report on Form 8-K that will be incorporated by reference into the Registration Statement. 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/ Donald S. Gottesman

Donald S. Gottesman
KULIK GOTTESMAN SIEGEL & WARE LLP


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 4

 

EXHIBIT A

Identified Guarantors

 

1.

Kennedy-Wilson Holdings, Inc., a Delaware corporation

 

2.

K-W Properties, a California corporation

 

3.

KW BASGF II Manager, LLC, a Delaware limited liability company

 

4.

KWF Investors I, LLC, a Delaware limited liability company

 

5.

Kennedy Wilson Overseas Investments, Inc., a Delaware corporation

 

6.

SG KW Venture I Manager LLC, a Delaware limited liability company

 

7.

KW Summer House Manager, LLC, a Delaware limited liability company

 

8.

KW Montclair, LLC, a Delaware limited liability company

 

9.

KW Serenade Manager, LLC, a Delaware limited liability company

 

10.

K-W Santiago Inc., a California corporation

 

11.

KW Redmond Manager, LLC, a Delaware limited liability company

 

12.

Dillingham Ranch Aina LLC, a Delaware limited liability company

 

13.

68-540 Farrington, LLC, a Delaware limited liability company

 

14.

KW Dillingham Aina LLC, a Delaware limited liability company

 

15.

Kennedy Wilson Fund Management Group, LLC, a California limited liability company

 

16.

Kennedy-Wilson International, a California corporation

 

17.

Kennedy-Wilson Tech Ltd., a California corporation

 

18.

KWP Financial I, a California corporation

 

19.

Kennedy Wilson Auction Group Inc., a California corporation

 

20.

KWF Manager IV, LLC, a Delaware limited liability company

 

21.

KW Ireland, LLC, a Delaware limited liability company

 

22.

Kennedy Wilson Real Estate Sales & Marketing, a California corporation

 

23.

KWF Investors IV, LLC, a Delaware limited liability company

 

24.

Santa Maria Land Partners Manager, LLC, a Delaware limited liability company

 

25.

KW Investment Adviser, LLC, a Delaware limited liability company

 

26.

Kennedy-Wilson Capital, a California corporation

 

27.

KWF Investors VII, LLC, a Delaware limited liability company

 

28.

KWF Manager VII, LLC, a Delaware limited liability company


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 5

 

29.

KW Residential Capital, LLC, a Delaware limited liability company

 

30.

KW Boise Plaza, LLC, a Delaware limited liability company

 

31.

KW EU Loan Partners II, LLC, a Delaware limited liability company

 

32.

KW Harrington LLC, a Delaware limited liability company

 

33.

KW 5200 Lankershim Manager, LLC, a Delaware limited liability company

 

34.

KWF Manager X, LLC, a Delaware limited liability company

 

35.

KWF Manager XI, LLC, a Delaware limited liability company

 

36.

KWF Manager XII, LLC, a Delaware limited liability company

 

37.

KW Real Estate Venture XIII, LLC, a Delaware limited liability company

 

38.

KWF Manager XIII, LLC, a Delaware limited liability company

 

39.

KW EU Loan Partners III, LLC, a Delaware limited liability company

 

40.

KW EU Investors I, LLC, a Delaware limited liability company

 

41.

KW Richfield Plaza, LLC, a Delaware limited liability company

 

42.

KW Currier Square Shopping Center, LLC, a Delaware limited liability company

 

43.

KW Creekview Shopping Center, LLC, a Delaware limited liability company

 

44.

KW Securities, LLC, a Delaware limited liability company

 

45.

KW Victory Land Loan, LLC, a Delaware limited liability company

 

46.

KW Victory Plaza Loan, LLC, a Delaware limited liability company

 

47.

Country Ridge IX, LLC, a Delaware limited liability company

 

48.

KW EU Investors VIII, LLC, a Delaware limited liability company

 

49.

KW Park Santa Fe, LLC, a Delaware limited liability company

 

50.

KW Cypress, LLC, a Delaware limited liability company

 

51.

KW Tacoma Condos, LLC, a Delaware limited liability company

 

52.

KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company

 

53.

KW 9350 Civic Center Drive, LLC, a Delaware limited liability company

 

54.

KW Taylor Yard 55, LLC, a Delaware limited liability company

 

55.

KW Red Cliff Shopping Center, LLC, a Delaware limited liability company

 

56.

KW Holiday Village Shopping Center, LLC, a Delaware limited liability company

 

57.

KW Hilltop Manager II, LLC, a Delaware limited liability company

 

58.

KW 2013J LLC, a Delaware limited liability company

 

59.

KW Bozeman Investors, LLC, a Delaware limited liability company


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 6

 

60.

KW One Baxter Way GP, LLC, a Delaware limited liability company

 

61.

KW Riverdale and 36, LLC, a Delaware limited liability company

 

62.

KW 400 California Member, LLC, a Delaware limited liability company

 

63.

KW CIG Management Services, LLC, a Delaware limited liability company

 

64.

KW Terra West Sponsor, LLC, a Delaware limited liability company

 

65.

KW Hanover Quay, LLC, a Delaware limited liability company

 

66.

Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company

 

67.

Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company

 

68.

KW LV 3 Sponsor, LLC, a Delaware limited liability company

 

69.

KW NB LLC, a Delaware limited liability company

 

70.

KW Camarillo Land, LLC, a Delaware limited liability company

 

71.

KW 2013EE LLC, a Delaware limited liability company

 

72.

KW EU PRS Investor, LLC, a Delaware limited liability company

 

73.

KW Rosewood Premiere, LLC, a Delaware limited liability company

 

74.

KW River Pointe Premier, LLC, a Delaware limited liability company

 

75.

KW Kawana Springs, a Delaware limited liability company

 

76.

KW Quebec Participant, LLC, a Delaware limited liability company

 

77.

KW Quebec Asset Manager, LLC, a Delaware limited liability company

 

78.

KW Real Estate II Equity, LLC, a Delaware limited liability company

 

79.

KW Real Estate II Carry, LLC, a Delaware limited liability company

 

80.

KW Real Estate II GP, LLC, a Delaware limited liability company

 

81.

KW Sunset CP Participant, LLC, a Delaware limited liability company

 

82.

KW Sunset CP Asset Manager, LLC, a Delaware limited liability company

 

83.

KW CP West Hills Participant, LLC, a Delaware limited liability company

 

84.

KW CP West Hills Asset Manager, LLC, a Delaware limited liability company

 

85.

KW Linder Road, LLC, a Delaware limited liability company

 

86.

KW Seattle Office Portfolio GP, LLC, a Delaware limited liability company

 

87.

KW CDO Investor, LLC, a Delaware limited liability company

 

88.

KW Hamilton Landing—Land, LLC, a Delaware limited liability company

 

89.

KW Rancho Mirage Loan, LLC, a Delaware limited liability company

 

90.

KW Sunset North LLC, a Delaware limited liability company


KULIK GOTTESMAN SIEGEL & WARE LLP

Re:

4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031

March 15, 2021

Page 7

 

91.

KW Heights Investor, LLC, a Delaware limited liability company

 

92.

KW Burlingame Point Loan, LLC, a Delaware limited liability company

 

93.

KW Pacifica, LLC, a Delaware limited liability company

 

94.

KW Riverwalk, LLC, a Delaware limited liability company

 

95.

KW ABQ, LLC, a Delaware limited liability company

 

96.

KW F5 Tower, LLC, a Delaware limited liability company

 

97.

KW Manhattan Beach Studio Loan, LLC, a Delaware limited liability company

 

98.

KW Golden State Tower Loan, LLC, a Delaware limited liability company

 

99.

KW RockVue, LLC, a Delaware limited liability company

 

100.

KW South Main Station, LLC, a Delaware limited liability company

 

101.

KWF Manager, LLC, a Delaware limited liability company

 

102.

KW Residences at Harvard, LLC, a Delaware limited liability company

 

103.

KW Moffett Place, LLC, a Delaware limited liability company

 

104.

KW The Press, LLC, a Delaware limited liability company

 

105.

KW Orchard-Trimble Campus, LLC, a Delaware limited liability company

 

106.

KW 50 West, LLC, a Delaware limited liability company

 

107.

KW Kohanaiki, LLC, a Delaware limited liability company

 

108.

KW EU Capital 2, LLC, a Delaware limited liability company

 

109.

KW EU Capital 3, LLC, a Delaware limited liability company

 

110.

KW 134th Street Lofts, LLC, a Delaware limited liability company

 

111.

KW Ashton Parc Villagio, LLC, a Delaware limited liability company