Exhibit 5.1
December 31, 2019
Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Re: | Century Communities, Inc. |
| Registration Statement on Form S-4 Relating to the Offer to Exchange up to $500,000,000 in Aggregate Principal Amount of 6.750% Senior Notes due 2027 and Related Guarantees for 6.750% Senior Notes due 2027 and Related Guarantees |
Ladies and Gentlemen:
We have acted as counsel to Century Communities, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offer to exchange (the “Exchange Offer”) up to $500,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2027 (the “Exchange Notes”) for any and all of its outstanding 6.750% Senior Notes due 2027 issued on May 23, 2019 (the “Initial Notes”) pursuant to the Company’s Registration Statement on Form S-4 (Registration No. 333-234782), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on November 19, 2019 (as amended, the “Registration Statement”). The Initial Notes were issued, and the Exchange Notes are to be issued, under the Indenture, dated as of May 23, 2019 (as amended and/or supplemented, the “Indenture”), among the Company, the Company’s subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Exchange Notes will be guaranteed by each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) pursuant to the terms of the Indenture (the “Guarantees”). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus contained in the Registration Statement (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.
In rendering the opinions expressed below, we have acted as counsel for the Company and have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company and the Guarantors, certificates of officers of the Company and the Guarantors, resolutions of the Company’s board of directors and committees thereof, resolutions of the managers of the Guarantors, certificates of public officials, and such other documents, records, agreements, instruments and certificates, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinions set forth herein. In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons who have executed any of the documents reviewed by us, and the conformity with the original documents of any copies thereof submitted to us for our examination. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates and/or statements of public officials and of officers of the Company and the Guarantors with respect to the accuracy of material factual matters contained therein which were not independently verified. In making our examination of documents executed by parties other than the Company and the Guarantors, we have assumed that such others parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also
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