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| | Board of Directors of Beazer Homes USA, Inc. February 18, 2020 Page 2 |
Standing Certificate”), (iv) a certificate of the secretary of Beazer, dated as of the date hereof with respect to certain facts related to Elysian and its corporate records (“Secretary’s Certificate”), (v) the Indenture (including the form of guarantee representing the New Guarantees therein) and (vi) the Registration Statement.
For purposes of the opinions expressed below, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (c) the legal capacity of natural persons, (d) the genuineness of signatures and the completion of all deliveries not witnessed by us and (e) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Indenture and the New Guarantees, as applicable, by Elysian).
As to factual matters, we have relied upon the documents furnished to us by the Parent, the certificates and other comparable documents of officers and representatives of the Parent and certificates of public officials, without independent verification of their accuracy.
We express no opinion as to the law of any jurisdiction other than the laws of the Commonwealth of Virginia.
Based upon the foregoing, and such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth below, and subject to the limitations, assumptions and qualifications noted herein, we are of the opinion that:
1. Elysian has been duly formed and is validly existing under the laws of the Commonwealth of Virginia, with the limited liability company power and authority to issue the New Guarantees.
2. The Indenture has been duly authorized, executed and delivered by Elysian.
3. The New Guarantees have been duly authorized by Elysian.
The opinion with respect to due formation and valid existence expressed in paragraph 1 above is based solely on the Good Standing Certificate and the Secretary’s Certificate.
We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. King & Spalding LLP, as counsel to the Parent for the Exchange Offer, is entitled to rely on the opinions set forth in this letter for purposes of the opinion it proposes to deliver to you on the date hereof in connection with the Exchange Offer.