TOLs3asr2015Ex.5.1

We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the “Company”), Toll Corp., a Delaware corporation, First Huntingdon Finance Corp., a Delaware corporation (“FHFC”), Toll Brothers Finance Corp., a Delaware corporation (“TBFC” and, together with Toll Corp. and FHFC, the “Debt Issuers”), and the subsidiaries of the Company listed on Schedule I hereto (such subsidiaries, together with the Debt Issuers, the “Subsidiary Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S‑3 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of: (i) shares of common stock of the Company, $.01 par value per share (the “Common Stock”); (ii) shares of preferred stock of the Company, $.01 par value per share (the “Preferred Stock” and, together with the Common Stock, the “Stock”); (iii) senior secured debt securities and senior unsecured debt securities of the Debt Issuers (the “Senior Debt Securities”) to be issued under an indenture (the “Senior Indenture”), a form of which is filed with the Registration Statement, and senior subordinated debt securities and junior subordinated debt securities of the Debt Issuers (together with the Senior Debt Securities, the “Debt Securities”) to be issued under an indenture (the “Subordinated Indenture”), a form of which is filed with the Registration Statement; (iv) warrants to purchase Common Stock, Preferred Stock, and Debt Securities (the “Warrants”); (v) guarantees of the Company and the Subsidiary Guarantors to be issued in connection with the Debt Securities (the “Guarantees” and together with the Debt Securities, the Stock and the Warrants, the “Securities”).

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents

Based upon and subject to the foregoing, and assuming that: (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (ii) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iv) all Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, or any restriction imposed by any court or governmental body having jurisdiction over the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable; (vi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, and the other parties thereto; and (vii) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of opinion that:

1.With respect to the Common Stock, when (a) the terms of the issuance and sale of the Common Stock have been duly established in conformity with the Company’s Certificate of Incorporation, (b) the Board of Directors of the Company or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Company Board”) has taken all necessary corporate action to approve the issuance of and the terms of the offering of the Common Stock and related matters and (c) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Company Board upon payment of the consideration therefor (which consideration is not less than the par value of the Common Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Company Board, for the consideration approved by the Company Board (which consideration is not less than the par value of the Common Stock), then such shares of Common Stock will be validly issued, fully paid and nonassessable.

Company’s Certificate of Incorporation, (b) the Company Board has taken all necessary corporate action to approve the issuance and terms of a particular series of Preferred Stock, the terms of the offering thereof, and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock (a “Certificate”) and the filing of such Certificate with the Secretary of State of the State of Delaware, (c) such Certificate has been properly filed with the Secretary of State of Delaware and (d) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Company Board upon payment of the consideration therefor (which consideration is not less than the par value of the Preferred Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Company Board, for the consideration approved by the Company Board (which consideration is not less than the par value of the Preferred Stock), then such shares of Preferred Stock will be validly issued, fully paid and nonassessable.

3. With respect to Debt Securities to be issued by a Debt Issuer under the Senior Indenture or the Subordinated Indenture, as applicable (each, an “Indenture”), assuming the applicable Indenture has been duly authorized and validly executed and delivered by the applicable Trustee (as defined below), when (a) the trustee under the Senior Indenture or the trustee under the Subordinated Indenture (each a “Trustee”), as applicable, is qualified to act in such capacity under the applicable Indenture, (b) the applicable Indenture has been duly authorized and validly executed and delivered by the Company, the applicable Debt Issuer and the other applicable Subsidiary Guarantors, to the applicable Trustee, (c) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (d) the Board of Directors of the applicable Debt Issuer or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Debt Issuer Board” ) has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters and (e) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the applicable Debt Issuer Board, upon payment of the consideration therefor provided for therein, such Debt Securities will be validly issued and will constitute valid and binding obligations of such Debt Issuer, enforceable against such Debt Issuer in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

4. With respect to the Warrants, when (a) the Company Board, in the case of Warrants to purchase Stock, or the applicable Debt Issuer Board, in the case of Warrants to purchase Debt Securities, has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (b) the warrant agreement or agreements governed by New York law relating to the Warrants have been duly authorized and validly executed and delivered by the Company Board or the

applicable Debt Issuer Board, and (c) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Company Board or the applicable Debt Issuer Board, upon payment of the consideration therefor provided therein, the Warrants will be validly issued and will constitute valid and binding obligations of the Company or such Debt Issuer, as applicable, enforceable against the Company or such Debt Issuer in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

5. With respect to the Guarantees, assuming the applicable Indenture has been duly authorized and validly executed and delivered by the applicable Trustee, when (a) the applicable Trustee is qualified to act in such capacity under the applicable Indenture, (b) the applicable Indenture has been duly authorized and validly executed and delivered by the Company, the applicable Debt Issuer and the applicable Subsidiary Guarantors, to the applicable Trustee, (c) the applicable Indenture, has been duly qualified under the Trust Indenture Act of 1939, as amended, (d) the Company Board, the Debt Issuer Board, and the board of directors, general partner, manager and managing members, as applicable, of the applicable Subsidiary Guarantor or a duly constituted and acting committee thereof (such board of directors, general partner, manager or managing members, as applicable, or committee being hereinafter referred to as the “Subsidiary Guarantor Board”) has taken all necessary corporate or other organizational action to approve the issuance and terms of such Guarantees and Debt Securities, respectively, the terms of the offering thereof and related matters and (e) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Company Board and the applicable Debt Issuer Board, as applicable, upon payment of the consideration therefor provided for therein, such Guarantees will be validly issued and will constitute valid and binding obligations of the Company, such Debt Issuer, and each such Subsidiary Guarantor, enforceable against the Company, such Debt Issuer and each such Subsidiary Guarantor in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

We express no opinion herein as to any provision of any Indenture, Warrant, or the Debt Securities that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial or (d) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (i) the enforceability of the provisions of any Indenture or the Debt Securities to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be

We are admitted to practice only in the State of New York and 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. Insofar as the opinions expressed herein relate to or depend upon matters governed by the laws of other jurisdictions as they relate to certain of the Subsidiary Guarantors, we have relied upon and assumed the correctness of, without independent investigation, the opinion of John K. McDonald, Senior Vice President, General Counsel, and Chief Compliance Officer of the Company, which is being delivered to you and filed with the Commission as an exhibit to the Registration Statement.

We understand that we may be referred to under the heading “Legal Matters” in the prospectus and in a supplement to the prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name in said Registration Statement and to the use of this opinion for filing with said Registration Statement as Exhibit 5.1 thereto. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.



Entity Name		State of Incorporation or Organization
110-112 Third Ave. Realty Corp.		New York
Amwell Chase, Inc.		Delaware
ESE Consultants, Inc.		Delaware
Fairway Valley, Inc.		Delaware
First Brandywine Investment Corp. II		Delaware
First Brandywine Investment Corp. IV		Delaware
Franklin Farms G.P., Inc.		Delaware
HQZ Acquisitions, Inc.		Michigan
MA Limited Land Corporation		Delaware
PRD Investors, Inc.		Delaware
SH Homes Corporation		Michigan
Shapell Homes, Inc.		Delaware
Shapell Industries, Inc.		Delaware
SI Investment Corporation		Michigan
TB Proprietary Corp.		Delaware
Tenby Hunt, Inc.		Delaware
The Silverman Building Companies, Inc.		Michigan
Toll Architecture I, P.A.		Delaware
Toll Architecture, Inc.		Delaware
Toll AZ GP Corp.		Delaware
Toll Bros. of Arizona, Inc.		Arizona
Toll Bros. of North Carolina, Inc.		North Carolina
Toll Bros. of North Carolina II, Inc.		North Carolina
Toll Bros. of North Carolina III, Inc.		North Carolina
Toll Bros., Inc.		Delaware
Toll Bros., Inc.		Pennsylvania
Toll Bros., Inc.		Texas
Toll Brothers AZ Construction Company		Arizona
Toll Brothers Real Estate, Inc.		Pennsylvania
Toll Buckeye Corp.		Delaware
Toll CA GP Corp.		California
Toll CA Holdings, Inc.		Delaware
Toll Centennial Corp.		Delaware
Toll CO GP Corp.		Colorado
Toll Development Company, Inc.		Michigan
Toll Diamond Corp.		Delaware
Toll FL GP Corp.		Florida
Toll GA GP Corp.		Georgia



Entity Name		State of Incorporation or Organization
Toll Golden Corp.		Delaware
Toll Granite Corp.		Delaware
Toll Holdings, Inc.		Delaware
Toll IL GP Corp.		Illinois
Toll Land Corp. No. 6		Pennsylvania
Toll Land Corp. No. 10		Delaware
Toll Land Corp. No. 20		Delaware
Toll Land Corp. No. 43		Delaware
Toll Land Corp. No. 50		Delaware
Toll MD Builder Corp.		Maryland
Toll MI GP Corp.		Michigan
Toll Mid-Atlantic LP Company, Inc.		Delaware
Toll Mid-Atlantic Note Company, Inc.		Delaware
Toll Midwest Note Company, Inc.		Delaware
Toll MN GP Corp.		Minnesota
Toll NC GP Corp.		North Carolina
Toll NH GP Corp.		New Hampshire
Toll NJX-I Corp.		Delaware
Toll Northeast LP Company, Inc.		Delaware
Toll Northeast Note Company, Inc.		Delaware
Toll Northeast Services, Inc.		Delaware
Toll NV GP Corp.		Nevada
Toll OH GP Corp.		Ohio
Toll PA Builder Corp.		Pennsylvania
Toll PA GP Corp.		Pennsylvania
Toll PA II GP Corp.		Pennsylvania
Toll PA III GP Corp.		Pennsylvania
Toll Palmetto Corp.		Delaware
Toll Peppertree, Inc.		New York
Toll Realty Holdings Corp. I		Delaware
Toll Realty Holdings Corp. II		Delaware
Toll RI GP Corp.		Rhode Island
Toll SC GP Corp.		South Carolina
Toll Southeast LP Company, Inc.		Delaware
Toll Southeast Note Company, Inc.		Delaware
Toll Southwest Note Company, Inc.		Delaware
Toll SW Holding I Corp.		Nevada
Toll TN GP Corp.		Tennessee
Toll TX GP Corp.		Delaware
Toll VA GP Corp.		Delaware
Toll VA Member Two, Inc.		Delaware
Toll WA GP Corp		Washington
Toll WestCoast Note Company, Inc.		Delaware



Entity Name		State of Incorporation or Organization
Toll WV GP Corp.		West Virginia
Toll YL, Inc.		California
Upper K Investors, Inc.		Delaware
51 N. 8th Street L.P.		New York
Ashford Land Company, L.P.		Delaware
Audubon Ridge, L.P.		Pennsylvania
Belmont Land, L.P.		Virginia
Binks Estates Limited Partnership		Florida
Blue Bell Country Club, L.P.		Pennsylvania
Broad Run Associates, L.P.		Pennsylvania
CC Estates Limited Partnership		Massachusetts
Cold Spring Hunt, L.P.		Pennsylvania
Coleman-Toll Limited Partnership		Nevada
Dominion Country Club, L.P.		Virginia
Estates at Princeton Junction, L.P.		New Jersey
Estates at Rivers Edge, L.P.		New Jersey
Fairfax Investment, L.P.		Virginia
Farmwell Hunt, L.P.		Virginia
First Brandywine Partners, L.P.		Delaware
Great Falls Hunt, L.P.		Virginia
Greens at Waynesborough, L.P.		Pennsylvania
Greenwich Chase, L.P.		New Jersey
Hoboken Land LP		New Jersey
Hockessin Chase, L.P.		Delaware
Huckins Farm Limited Partnership		Massachusetts
Laurel Creek, L.P.		New Jersey
Loudoun Valley Associates, L.P.		Virginia
NC Country Club Estates Limited Partnership		North Carolina
Porter Ranch Development Co.		California
Silverman-Toll Limited Partnership		Michigan
Sorrento at Dublin Ranch I LP		California
Sorrento at Dublin Ranch III LP		California
South Riding, L.P.		Virginia
South Riding Amberlea LP		Virginia
South Riding Partners Amberlea LP		Virginia
South Riding Partners, L.P.		Virginia
Southport Landing Limited Partnership		Connecticut
Springton Pointe, L.P.		Pennsylvania
Stone Mill Estates, L.P.		Pennsylvania
Swedesford Chase, L.P.		Pennsylvania
TBI/Naples Limited Partnership		Florida
TBI/Palm Beach Limited Partnership		Florida
The Bird Estate Limited Partnership		Massachusetts



Entity Name		State of Incorporation or Organization
Toll at Brier Creek Limited Partnership		North Carolina
Toll at Honey Creek Limited Partnership		Michigan
Toll at Westlake, L.P.		New Jersey
Toll at Whippoorwill, L.P.		New York
Toll Brooklyn L.P.		New York
Toll Brothers AZ Limited Partnership		Arizona
Toll CA, L.P.		California
Toll CA II, L.P.		California
Toll CA III, L.P.		California
Toll CA IV, L.P.		California
Toll CA V, L.P.		California
Toll CA VI, L.P.		California
Toll CA VII, L.P.		California
Toll CA VIII, L.P.		California
Toll CA IX, L.P.		California
Toll CA X, L.P.		California
Toll CA XI, L.P.		California
Toll CA XII, L.P.		California
Toll CA XIX, L.P.		California
Toll CO, L.P.		Colorado
Toll CO II, L.P.		Colorado
Toll CO III, L.P.		Colorado
Toll CT Limited Partnership		Connecticut
Toll CT II Limited Partnership		Connecticut
Toll CT III Limited Partnership		Connecticut
Toll CT IV Limited Partnership		Connecticut
Toll DE LP		Delaware
Toll DE II LP		Delaware
Toll Estero Limited Partnership		Florida
Toll FL Limited Partnership		Florida
Toll FL II Limited Partnership		Florida
Toll FL III Limited Partnership		Florida
Toll FL IV Limited Partnership		Florida
Toll FL V Limited Partnership		Florida
Toll FL VI Limited Partnership		Florida
Toll FL VII Limited Partnership		Florida
Toll FL VIII Limited Partnership		Florida
Toll FL X Limited Partnership		Florida
Toll FL XII Limited Partnership		Florida
Toll FL XIII Limited Partnership		Florida
Toll Ft. Myers Limited Partnership		Florida
Toll GA LP		Georgia
Toll Grove LP		New Jersey



Entity Name		State of Incorporation or Organization
Toll Hudson LP		New Jersey
Toll IL HWCC, L.P.		Illinois
Toll IL, L.P.		Illinois
Toll IL II, L.P.		Illinois
Toll IL III, L.P.		Illinois
Toll IL IV, L.P.		Illinois
Toll IL WSB, L.P.		Illinois
Toll Jacksonville Limited Partnership		Florida
Toll Land IV Limited Partnership		New Jersey
Toll Land V Limited Partnership		New York
Toll Land VI Limited Partnership		New York
Toll Land IX Limited Partnership		Virginia
Toll Land X Limited Partnership		Virginia
Toll Land XI Limited Partnership		New Jersey
Toll Land XV Limited Partnership		Virginia
Toll Land XVI Limited Partnership		New Jersey
Toll Land XVIII Limited Partnership		Connecticut
Toll Land XIX Limited Partnership		California
Toll Land XX Limited Partnership		California
Toll Land XXI Limited Partnership		Virginia
Toll Land XXII Limited Partnership		California
Toll Land XXIII Limited Partnership		California
Toll Land XIV Limited Partnership		New York
Toll Land XXV Limited Partnership		New Jersey
Toll Land XXVI Limited Partnership		Ohio
Toll Livingston at Naples Limited Partnership		Florida
Toll MA Land Limited Partnership		Massachusetts
Toll MD AF Limited Partnership		Maryland
Toll MD Builder I, L.P.		Maryland
Toll MD Limited Partnership		Maryland
Toll MD II Limited Partnership		Maryland
Toll MD III Limited Partnership		Maryland
Toll MD IV Limited Partnership		Maryland
Toll MD V Limited Partnership		Maryland
Toll MD VI Limited Partnership		Maryland
Toll MD VII Limited Partnership		Maryland
Toll MD VIII Limited Partnership		Maryland
Toll MD IX Limited Partnership		Maryland
Toll MD X Limited Partnership		Maryland
Toll MD XI Limited Partnership		Maryland
Toll MI Limited Partnership		Michigan
Toll MI II Limited Partnership		Michigan
Toll MI III Limited Partnership		Michigan



Entity Name		State of Incorporation or Organization
Toll MI IV Limited Partnership		Michigan
Toll MI V Limited Partnership		Michigan
Toll MI VI Limited Partnership		Michigan
Toll MN, L.P.		Minnesota
Toll MN II, L.P.		Minnesota
Toll Naval Associates		Pennsylvania
Toll NC, L.P.		North Carolina
Toll NC II LP		North Carolina
Toll NC III LP		North Carolina
Toll NH Limited Partnership		New Hampshire
Toll NJ Builder I, L.P.		New Jersey
Toll NJ, L.P.		New Jersey
Toll NJ II, L.P.		New Jersey
Toll NJ III, L.P.		New Jersey
Toll NJ IV, L.P.		New Jersey
Toll NJ V, L.P.		New Jersey
Toll NJ VI, L.P.		New Jersey
Toll NJ VII, L.P.		New Jersey
Toll NJ VIII, L.P.		New Jersey
Toll NJ XI, L.P.		New Jersey
Toll NJ XII LP		New Jersey
Toll Northville Limited Partnership		Michigan
Toll NV Limited Partnership		Nevada
Toll NY LP		New York
Toll NY III L.P.		New York
Toll NY IV L.P.		New York
Toll Orlando Limited Partnership		Florida
Toll PA, L.P.		Pennsylvania
Toll PA II, L.P.		Pennsylvania
Toll PA III, L.P.		Pennsylvania
Toll PA IV, L.P.		Pennsylvania
Toll PA V, L.P.		Pennsylvania
Toll PA VI, L.P.		Pennsylvania
Toll PA VIII, L.P.		Pennsylvania
Toll PA IX, L.P.		Pennsylvania
Toll PA X, L.P.		Pennsylvania
Toll PA XI, L.P.		Pennsylvania
Toll PA XII, L.P.		Pennsylvania
Toll PA XIII, L.P.		Pennsylvania
Toll PA XIV, L.P.		Pennsylvania
Toll PA XV, L.P.		Pennsylvania
Toll PA XVI, L.P.		Pennsylvania
Toll PA XVII, L.P.		Pennsylvania



Entity Name		State of Incorporation or Organization
Toll PA XVIII, L.P.		Pennsylvania
Toll PA XIX, L.P.		Pennsylvania
Toll Realty Holdings LP		Delaware
Toll RI, L.P.		Rhode Island
Toll RI II, L.P.		Rhode Island
Toll SC, L.P.		South Carolina
Toll SC II, L.P.		South Carolina
Toll SC III, L.P.		South Carolina
Toll SC IV, L.P.		South Carolina
Toll Stonebrae LP		California
Toll VA, L.P.		Virginia
Toll VA II, L.P.		Virginia
Toll VA III, L.P.		Virginia
Toll VA IV, L.P.		Virginia
Toll VA V, L.P.		Virginia
Toll VA VI, L.P.		Virginia
Toll VA VII, L.P.		Virginia
Toll VA VIII, L.P.		Virginia
Toll WA LP		Washington
Toll WV LP		West Virginia
Toll YL, L.P.		California
Toll YL II, L.P.		California
Toll-Dublin, L.P.		California
Village Partners, L.P.		Pennsylvania
West Amwell Limited Partnership		New Jersey
Wilson Concord, L.P.		Tennessee
89 Park Avenue LLC		New York
110-112 Third Ave. GC II LLC		New York
110-112 Third Ave. GC LLC		New York
126-142 Morgan Street Urban Renewal LLC		New Jersey
134 Bay Street LLC		Delaware
1400 Hudson LLC		New Jersey
1450 Washington LLC		New Jersey
1500 Garden St. LLC		New Jersey
2301 Fallston Road LLC		Maryland
353-357 Broadway LLC		New York
353-357 Broadway Member LLC		New York
5-01 - 5-17 48th Avenue GC II LLC		New York
5-01 - 5-17 48th Avenue GC LLC		New York
5-01 - 5-17 48th Avenue II LLC		New York
5-01 - 5-17 48th Avenue LLC		New York
51 N. 8th Street GC LLC		New York
51 N. 8th Street GC II LLC		New York



Entity Name		State of Incorporation or Organization
51 N. 8th Street I LLC		New York
700 Grove Street Urban Renewal, LLC		New Jersey
Arbor Hills Development LLC		Michigan
Arbors Porter Ranch, LLC		California
Arthur’s Woods, LLC		Maryland
Belmont Country Club I LLC		Virginia
Belmont Country Club II LLC		Virginia
Block 255 LLC		New Jersey
Brier Creek Country Club I LLC		North Carolina
Brier Creek Country Club II LLC		North Carolina
C.B.A.Z. Construction Company LLC		Arizona
C.B.A.Z. Holding Company LLC		Delaware
Component Systems I LLC		Delaware
Component Systems II LLC		Delaware
CWG Construction Company LLC		New Jersey
Dominion Valley Country Club I LLC		Virginia
Dominion Valley Country Club II LLC		Virginia
Enclave at Long Valley I LLC		New Jersey
Enclave at Long Valley II LLC		New Jersey
First Brandywine LLC I		Delaware
First Brandywine LLC II		Delaware
First Brandywine LLC III		Delaware
First Brandywine LLC IV		Delaware
Frenchman’s Reserve Realty, LLC		Florida
Golf I Country Club Estates at Moorpark LLC		California
Golf II Country Club Estates at Moorpark LLC		California
Goshen Road Land Company LLC		Pennsylvania
Hatboro Road Associates LLC		Pennsylvania
Hawthorn Woods Country Club II LLC		Illinois
Hoboken Cove LLC		New Jersey
Hoboken Land I LLC		Delaware
Jacksonville TBI Realty LLC		Florida
Liseter Land Company LLC		Pennsylvania
Liseter, LLC		Delaware
Lighthouse Point Land Company, LLC		Florida
Long Meadows TBI, LLC		Maryland
Longmeadow Properties LLC		Maryland
Martinsburg Ventures, L.L.C.		Virginia
Mizner Realty, L.L.C.		Florida
Morgan Street JV LLC		Delaware
Naples TBI Realty, LLC		Florida
Orlando TBI Realty LLC		Florida
Placentia Development Company, LLC		California



Entity Name		State of Incorporation or Organization
Plum Canyon Master LLC		Delaware
PRD Investors, LLC		Delaware
Paramount Village LLC		California
Phillips Drive LLC		Maryland
Prince William Land I LLC		Virginia
Prince William Land II LLC		Virginia
PT Maxwell Holdings, LLC		New Jersey
PT Maxwell, L.L.C.		New Jersey
Rancho Costera LLC		Delaware
Regency at Denville LLC		New Jersey
Regency at Dominion Valley LLC		Virginia
Regency at Mansfield I LLC		New Jersey
Regency at Mansfield II LLC		New Jersey
Regency at Washington I LLC		New Jersey
Regency at Washington II LLC		New Jersey
Shapell Hold Properties No. 1, LLC		Delaware
Shapell Land Company, LLC		Delaware
South Riding Realty LLC		Virginia
SR Amberlea LLC		Virginia
SRLP II LLC		Virginia
Tampa TBI Realty LLC		Florida
TB Kent Partners LLC		Delaware
The Regency Golf Club I LLC		Virginia
The Regency Golf Club II LLC		Virginia
The Ridges at Belmont Country Club I LLC		Virginia
The Ridges at Belmont Country Club II LLC		Virginia
Toll Austin TX LLC		Texas
Toll Austin TX II LLC		Texas
Toll Austin TX III LLC		Texas
Toll BBC LLC		Texas
Toll BBC II LLC		Texas
Toll CA I LLC		California
Toll CA III LLC		California
Toll CA Note II LLC		California
Toll Cedar Hunt LLC		Virginia
Toll CO I LLC		Colorado
Toll Corners LLC		Delaware
Toll Dallas TX LLC		Texas
Toll EB, LLC		Delaware
Toll Equipment, L.L.C.		Delaware
Toll FL I, LLC		Florida
Toll FL IV LLC		Florida
Toll FL V LLC		Florida



Entity Name		State of Incorporation or Organization
Toll Glastonbury LLC		Connecticut
Toll Henderson LLC		Nevada
Toll Hoboken LLC		Delaware
Toll Houston TX LLC		Texas
Toll IN LLC		Indiana
Toll Jupiter LLC		Florida
Toll Land VII LLC		New York
Toll Lexington LLC		New York
Toll MA I LLC		Massachusetts
Toll MA II LLC		Massachusetts
Toll MA III LLC		Massachusetts
Toll MA IV LLC		Massachusetts
Toll MD I, L.L.C.		Maryland
Toll MD II LLC		Maryland
Toll MD III LLC		Maryland
Toll MD IV LLC		Maryland
Toll Midwest LLC		Delaware
Toll Morgan Street LLC		Delaware
Toll NC I LLC		North Carolina
Toll NC IV LLC		North Carolina
Toll NC Note LLC		North Carolina
Toll NC Note II LLC		North Carolina
Toll NJ I, L.L.C.		New Jersey
Toll NJ II, L.L.C.		New Jersey
Toll NJ III, LLC		New Jersey
Toll NY II LLC		New York
Toll North LV LLC		Nevada
Toll North Reno LLC		Nevada
Toll NV Holdings LLC		Nevada
Toll Realty L.L.C.		Florida
Toll San Antonio TX LLC		Texas
Toll South LV LLC		Nevada
Toll South Reno LLC		Nevada
Toll Southwest LLC		Delaware
Toll Stratford LLC		Virginia
Toll SW Holding LLC		Nevada
Toll TX Note LLC		Texas
Toll VA L.L.C.		Delaware
Toll VA III L.L.C.		Virginia
Toll Van Wyck, LLC		New York
Toll Vanderbilt I LLC		Rhode Island
Toll Vanderbilt II LLC		Rhode Island
Toll-Dublin, LLC		California



Entity Name		State of Incorporation or Organization
Toll West Coast LLC		Delaware
Upper K Investors, LLC		Delaware
Upper K-Shapell, LLC		Delaware
Vanderbilt Capital LLC		Rhode Island
Virginia Construction Co. I, LLC		Virginia
Virginia Construction Co. II, LLC		Virginia