EX-5.1 26 d834044dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

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

GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM

1840 Century Park East, Suite 1900 • Los Angeles, California 90067 • Tel 310.586.7700 • Fax 310.586.7800


Century Communities, Inc.

December 31, 2019

Page 2

 

assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such other parties of such documents, and the validity and binding effect thereof. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Our opinions set forth herein are limited to the General Corporation Law of the State of California, the Colorado Limited Liability Company Act, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Georgia Limited Liability Company Act, the Nevada Limited-Liability Company Act, the North Carolina Limited Liability Company Act, the South Carolina Uniform Limited Liability Company Act of 1996, the Texas Business Organizations Code, and the Utah Revised Uniform Limited Liability Company Act, as applicable, and we do not express any opinion herein with respect to the laws of any other jurisdiction. In addition, we express no opinion as to matters relating to compliance with any federal or state antifraud laws, any securities or blue sky laws of any jurisdiction, or any other rules or regulations relating to securities.

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Initial Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement and the Prospectus, (i) the Exchange Notes will have been duly authorized by all necessary corporate action of the Company, and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (ii) the Guarantees will have been duly authorized by all necessary limited liability company action of the Guarantors, and will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

The foregoing opinions as to the enforceability of obligations of the Company and the Guarantors are subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we do not undertake any obligation to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date hereof or that may hereinafter come to our attention. We express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter 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 Securities Act.

 

Sincerely,
/s/ Greenberg Traurig, LLP
Greenberg Traurig, LLP


SCHEDULE I

Guarantors

 

Name of Guarantor

  

State of
Formation or
Organization

Augusta Pointe, LLC

   Colorado

Avalon at Inverness, LLC

   Colorado

AVR A, LLC

   Colorado

AVR B, LLC

   Colorado

AVR C, LLC

   Colorado

Beacon Pointe, LLC

   Colorado

Belvedere at Ridgegate, LLC

   Colorado

Benchmark Communities, LLC

   Delaware

Blackstone Homes, LLC

   Colorado

Bluffmont Estates, LLC

   Colorado

BMC East Garrison, LLC

   Delaware

BMC EG Bluffs, LLC

   Delaware

BMC EG Bungalow, LLC

   Delaware

BMC EG Garden, LLC

   Delaware

BMC EG Grove, LLC

   Delaware

BMC EG Towns, LLC

   Delaware

BMC EG Village, LLC

   Delaware

BMC Meadowood II, LLC

   Delaware

BMC Realty Advisors, Inc

   California

BMC Red Hawk, LLC

   Delaware

 

S-I-1


BMC Touchstone, LLC

   Delaware

BMCH California, LLC

   Delaware

BMCH North Carolina, LLC

   Delaware

BMCH Tennessee, LLC

   Delaware

BMCH Washington, LLC

   Delaware

Bradburn Village Homes, LLC

   Colorado

Casa Acquisition Corp.

   Delaware

CC Communities, LLC

   Colorado

CC Southeast Constructors, LLC

   North Carolina

CCC Holdings, LLC

   Colorado

CCG Constructors LLC

   Georgia

CCG Realty Group LLC

   Georgia

CCH Homes, LLC

   Colorado

CCNC Realty Group, LLC

   North Carolina

CCSC Realty Group, LLC

   South Carolina

Centennial Holding Company LLC

   Colorado

Central Park Rowhomes, LLC

   Colorado

Century at Anthology, LLC

   Colorado

Century at Ash Meadows, LLC

   Colorado

Century at Autumn Valley Ranch, LLC

   Colorado

Century at Beacon Pointe, LLC

   Colorado

Century at Belleview Place, LLC

   Colorado

Century at Caley, LLC

   Colorado

Century at Candelas, LLC

   Colorado

Century at Carousel Farms, LLC

   Colorado

Century at Castle Pines Town Center, LLC

   Colorado

Century at Claremont Ranch, LLC

   Colorado

Century at Colliers Hill, LLC

   Colorado

Century at Compark Village North, LLC

   Colorado

Century at Compark Village South, LLC

   Colorado

Century at Coyote Creek, LLC

   Colorado

Century at Forest Meadows, LLC

   Colorado

Century at Harvest Meadows, LLC

   Colorado

Century at Landmark, LLC

   Colorado

Century at Littleton Village, LLC

   Colorado

Century at Littleton Village II, LLC

   Colorado

Century at LOR, LLC

   Colorado

Century at Lowry, LLC

   Colorado

Century at Marvella, LLC

   Colorado

Century at Mayfield, LLC

   Colorado

Century at Meadowbrook, LLC

   Colorado

Century at Midtown, LLC

   Colorado

Century at Millennium, LLC

   Colorado

Century at Murphy Creek, LLC

   Colorado

 

S-I-2


Century at Oak Street, LLC

   Colorado

Century at Observatory Heights, LLC

   Colorado

Century at Outlook, LLC

   Colorado

Century at Pearson Grove, LLC

   Colorado

Century at Salisbury Heights, LLC

   Colorado

Century at Shalom Park, LLC

   Colorado

Century at Southshore, LLC

   Colorado

Century at Spring Valley Ranch, LLC

   Colorado

Century at Sterling Ranch, LLC

   Colorado

Century at Tanglewood, LLC

   Colorado

Century at Terrain, LLC

   Colorado

Century at The Grove, LLC

   Colorado

Century at the Heights, LLC

   Colorado

Century at The Meadows, LLC

   Colorado

Century at Vista Ridge, LLC

   Colorado

Century at Wildgrass, LLC

   Colorado

Century at Wolf Ranch, LLC

   Colorado

Century at Wyndham Hill, LLC

   Colorado

Century City, LLC

   Colorado

Century Communities of California, LLC

   Delaware

Century Communities of Georgia, LLC

   Colorado

Century Communities of Nevada, LLC

   Delaware

Century Communities of Nevada Realty, LLC

   Nevada

Century Communities of North Carolina, LLC

   Delaware

Century Communities of South Carolina, LLC

   Delaware

Century Communities of Tennessee, LLC

   Delaware

Century Communities of Utah, LLC

   Utah

Century Communities of Washington, LLC

   Delaware

Century Communities Realty of Utah, LLC

   Utah

Century Communities Southeast, LLC

   Colorado

Century Group LLC

   Colorado

Century Land Holdings, LLC

   Colorado

Century Land Holdings II, LLC

   Colorado

Century Land Holdings of Texas, LLC

   Colorado

Century Land Holdings of Utah, LLC

   Utah

Century Rhodes Ranch GC, LLC

   Delaware

Century Townhomes at Candelas, LLC

   Colorado

Century Tuscany GC, LLC

   Delaware

Cherry Hill Park, LLC

   Colorado

Cottages at Willow Park, LLC

   Colorado

Crown Hill, LLC

   Colorado

Enclave at Boyd Ponds, LLC

   Colorado

Enclave at Cherry Creek, LLC

   Colorado

Enclave at Pine Grove, LLC

   Colorado

Estates at Chatfield Farms, LLC

   Colorado

Hearth at Oak Meadows, LLC

   Colorado

Highlands at Westbury, LLC

   Colorado

Hometown, LLC

   Colorado

Hometown South, LLC

   Colorado

Horizon Building Services, LLC

   Colorado

Ladera, LLC

   Colorado

Lakeview Fort Collins, LLC

   Colorado

Lincoln Park at Ridgegate, LLC

   Colorado

Madison Estates, LLC

   Colorado

Meridian Ranch, LLC

   Colorado

Montecito at Ridgegate, LLC

   Colorado

S-I-3

 


Neighborhood Associations Group, LLC

   Delaware

Park 5th Avenue Development Co., LLC

   Colorado

Parkwood Estates, LLC

   Colorado

Peninsula Villas, LLC

   Colorado

Preserve at Briargate, LLC

   Colorado

Red Rocks Pointe, LLC

   Colorado

Renaissance at Ridgegate, LLC

   Colorado

Reserve at Highpointe Estates, LLC

   Colorado

Reserve at The Meadows, LLC

   Colorado

Saddle Rock Golf, LLC

   Colorado

Saddleback Heights, LLC

   Colorado

SAH Holdings, LLC

   Colorado

Sawgrass at Plum Creek, LLC

   Colorado

Sawgrass at Plum Creek II, LLC

   Colorado

Stetson Ridge Homes, LLC

   Colorado

Stonybridge Villas, LLC

   Colorado

Summerlane Village, LLC

   Colorado

The Overlook at Tallyn’s Reach, LLC

   Colorado

The Retreat at Ridgegate, LLC

   Colorado

The Veranda, LLC

   Colorado

The Vistas at Nor’wood, LLC

   Colorado

The Wheatlands, LLC

   Colorado

UCP, LLC

   Delaware

UCP Barclay III, LLC

   Delaware

UCP East Garrison, LLC

   Delaware

UCP Kerman, LLC

   Delaware

UCP Meadowood III, LLC

   Delaware

UCP Sagewood, LLC

   Delaware

UCP Soledad, LLC

   Delaware

UCP Tapestry, LLC

   Delaware

Venue at Arista, LLC

   Colorado

Verona Estates, LLC

   Colorado

Villas at Highland Park, LLC

   Colorado

Villas at Murphy Creek, LLC

   Colorado

Waterside at Highland Park, LLC

   Colorado

Westown Condominiums, LLC

   Colorado

Westown Townhomes, LLC

   Colorado

Wildgrass, LLC

   Colorado

WJH LLC

   Delaware

 

S-I-4