Exhibit 5.2
May 5, 2020
D.R. Horton, Inc.
1341 Horton Circle
Arlington, TX 76011
Re: | D.R. Horton, Inc. Public Offering of $500,000,000 Principal Amount of its 2.600% Senior Notes due 2025 |
Registration Statement on FormS-3 (FileNo. 333-226644)
Ladies and Gentlemen:
We have acted as counsel to D.R. Horton, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3, file no.333-226644 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated May 1, 2020, filed with the Commission on May 4, 2020 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $500,000,000 principal amount of the Company’s 2.600% Senior Notes due 2025 (the “Notes”).
The Notes will be issued pursuant to the Indenture, dated as of October 10, 2019 (the “Base Indenture”), between the Company and Branch Banking and Trust Company, as trustee (the “Trustee”), as modified in respect of the Notes by the Second Supplemental Indenture, to be dated as of May 5, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee, and are guaranteed pursuant to the terms of the Indenture and the notation endorsed on the Notes by the Guarantors (the “Guarantees”). The Notes have been offered pursuant to an Underwriting Agreement dated as of May 1, 2020 (the “Underwriting Agreement”) among the Company, the Guarantors and the Underwriters named therein (the “Underwriters”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Supplemental Indenture, the Notes and the Guarantees (collectively, the “Note Documents”) and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of