<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
REGISTRATION NO. 333-33965
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UNITED HOMES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
ILLINOIS 1520 36-3978181
(State or other jurisdiction (Primary Standard Industrial (I.R.S.Employer
of incorporation or Classification Code Number) Identification
organization) Number)
</TABLE>
DAVID L. FELTMAN
VICE PRESIDENT, GENERAL COUNSEL
2100 GOLF ROAD, SUITE 110
ROLLING MEADOWS, ILLINOIS 60008
(847) 427-2450
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------------
WITH COPIES TO:
MICHAEL J. CHOATE, ESQ. DANIEL A. YARANO, ESQ.
Shefsky & Froelich Ltd. Fredrikson & Byron, P.A.
444 North Michigan Avenue 1100 International Center
Suite 2500 900 Second Avenue South
Chicago, Illinois 60611 Suite 1100
(312) 836-4066 Minneapolis, Minnesota 55402-3397
(612) 347-7149
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 2,170
NASD filing fee................................................... 1,216
Accounting fees and expenses...................................... 20,000*
Legal fees and expenses........................................... 90,000*
Blue Sky fees and expenses (including counsel fees)............... 10,000*
Printing and engraving expenses................................... 50,000*
Miscellaneous expenses............................................ 14,614*
---------
Total......................................................... $ 188,000*
---------
---------
</TABLE>
- ------------------------
* estimated
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 8.75 of the Illinois Business Corporation Act of 1983, as amended
(the "Act"), authorizes indemnification of directors, officers, employees and
agents of United; allows the advancement of costs of defending against
litigation; and permits companies incorporated in Illinois to purchase insurance
on behalf of directors, officers, employees and agents against liabilities
whether or not in the circumstances such companies would have the power to
indemnify against such liabilities under the provisions of the statute. United's
Articles of Incorporation provides for indemnification of United's officers and
directors to the fullest extent permitted by Section 8.75 of the Act.
Section 2.10 of the Act authorizes corporations to limit or eliminate the
personal liability of directors and officers to corporations and their
shareholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. Absent the limitations authorized by
the Illinois statute, directors could be accountable to corporations and their
shareholders for monetary damages for conduct that does not satisfy their duty
of care. Although the statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. United's Articles of Incorporation limits the
liability of
United's directors, officers or shareholders to the fullest extent permitted by
the Illinois statute. The inclusion of this provision in the Articles of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter shareholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
United and its shareholders.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In connection with the formation of United, on September 21, 1994, United
Development Management Company purchased 1,000 shares of the Company's common
stock for an aggregate price of $1,000 and a contribution of all of the
outstanding stock of the Subsidiaries (as defined in the Prospectus). No sales
commission or other consideration was paid in connection with such sale, which
was effective without registration under the Securities Act of 1933, as amended
(the "Act"), in reliance upon the exemption from registration under Section 4(2)
of the Act.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement(4)
1.2 -- Engagement Letter between Miller & Schroeder Financial, Inc. and United
Homes, Inc. dated June 30, 1997(2)
1.3 -- Form of Selected Dealer Agreement(3)
3.1 -- Articles of Incorporation of United Homes, Inc.(1)
3.2 -- Bylaws of United Homes, Inc.(1)
4.1 -- Specimen Debenture (filed as part of Exhibit 4.2)(2)
4.2 -- Form of Indenture(2)
5.1 -- Opinion of Shefsky & Froelich Ltd. regarding the Debentures
5.2 -- Opinion of Mackall, Crounse & Moore, PLC regarding the Debentures(4)
10.1 -- Revolving Credit Agreement between Genel Company, Inc. and United Homes,
Inc. dated May 30, 1995(1)
10.2 -- Loan Agreement between Residential Funding Corporation and United Homes,
Inc., United Homes of Illinois, Inc., United Homes of Michigan, Inc. and
United Homes, Inc., an Arizona corporation dated March 14, 1997(1)
10.3 -- Loan Agreement between Residential Funding Corporation and United Homes,
Inc., United Homes of Illinois, Inc., United Homes of Michigan, Inc. and
United Homes, Inc., an Arizona corporation dated May 28, 1996(1)
10.4 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
October 3, 1996(1)
10.5 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
August 21, 1996(1)
10.6 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
February 3, 1997(1)
10.7 -- Loan Agreement between United-Darien Limited Partnership, United
Development Management Company, United Homes, Inc., United Homes of
Illinois, Inc., Edward Havlik and Virgil Owings and First Bank National
Association dated March 5, 1996(1)
10.8 -- Lease and Sales Listing Agreement by and between Model Homes, L.L.C and
United Homes, Inc. dated March 30, 1997(2)
10.9 -- Development and Marketing Agreement by and between Mirage, L.L.C. and
United Homes, Inc. dated September 22, 1997(4)
10.10 -- Development and Marketing Agreement by and between United Round Lake Land
Development, L.L.C. and United Homes, Inc. dated September 30, 1997(4)
10.11 -- Real Estate Purchase Agreement by and between Greenbrooke Associates, Ltd.
and United Development Management Company dated May 1, 1994(4)
10.12 -- Real Estate Sale Contract by and between United Round Lake Land
Development, L.L.C. and United Homes, Inc. dated September 22, 1997(4)
10.13 -- Assignment of Contract by and between Mirage, L.L.C. and United Homes,
Inc. dated September 22, 1997(4)
12.1 -- Statements regarding computation of ratios(4)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
21.1 -- List of Subsidiaries of United Homes, Inc.(2)
23.1 -- Consent of Shefsky & Froelich Ltd. (filed as part of Exhibit 5.1)
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Mackall, Crounse & Moore, PLC (filed as part of Exhibit 5.2)(4)
24.1 -- Power of Attorney(1)
27.1 -- Financial Data Schedule(1)
</TABLE>
- ------------------------
(1) Filed previously on August 19, 1997.
(2) Filed previously on October 21, 1997.
(3) Filed previously on November 6, 1997.
(4) Filed previously on November 14, 1997 (Amendment No. 3)
II-3
<PAGE>
(b) Financial Statements
<TABLE>
<C> <S>
UNITED HOMES, INC.
ANNUAL FINANCIAL STATEMENTS:
Report of Independent Auditors;
Consolidated Balance Sheets as of September 30, 1996 and 1995;
Consolidated Statements of Income for the years ended September 30, 1996,
1995 and 1994;
Consolidated Statements of Changes in Stockholder's Equity for the years
ended September 30, 1996, 1995 and 1994;
Consolidated Statements of Cash Flows for the years ended September 30,
1996, 1995 and 1994; and
Notes to the Consolidated Financial Statements for the years ended
September 30, 1996, 1995 and 1994.
INTERIM FINANCIAL STATEMENTS (UNAUDITED):
Condensed Consolidated Balance Sheet as of June 30, 1997;
Condensed Consolidated Statements of Income for the nine months ended June
30, 1997 and 1996;
Consolidated Statement of Changes in Stockholder's Equity for the nine
months ended June 30, 1997;
Condensed Consolidated Statements of Cash Flows for the nine months ended
June 30, 1997 and 1996;
Notes to the Condensed Consolidated Interim Financial Statements.
UNITED DEVELOPMENT BRISTOLWOOD LIMITED PARTNERSHIP
ANNUAL FINANCIAL STATEMENTS:
Report of Independent Auditors;
Balance Sheets as of September 30, 1996 (unaudited) and 1995;
Statements of Income for the years ended September 30, 1996 (unaudited),
1995, and 1994 (unaudited);
Statements of Changes in Partners' Capital for the years ended September
30, 1996 (unaudited), 1995, and 1994 (unaudited);
Statements of Cash Flows for the years ended September 30, 1996
(unaudited), 1995, and 1994 (unaudited); and
Notes to the Financial Statements;
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet as of June 30, 1997;
Statements of Income for the nine months ended June 30, 1997 and 1996;
Statement of Changes in Partners' Capital for the nine months ended June
30, 1997;
Statements of Cash Flows for the nine months ended June 30, 1997 and 1996;
Notes to Interim Financial Statements;
</TABLE>
All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the applicable
instructions, are inapplicable, or the information is included in the combined
financial statements or notes thereto included in the Prospectus and therefore
have been omitted.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
The Registrant undertakes:
A. To file, during any period in which offers of sales are being made, a
post-effective amendment to this Registration Statement:
(i) to file any prospectuses required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act").
(ii) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
B. That for the purpose of determining any liability under the Act,
each such post-effective amendment may be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
D. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
E. For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
F. For purposes of determining liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Rolling Meadows, State of Illinois, on November 14, 1997.
<TABLE>
<S> <C> <C>
UNITED HOMES, INC.
By: /s/ EDWARD HAVLIK
-----------------------------------------
Edward Havlik
Title: PRESIDENT
</TABLE>
II-5
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Chairman of the Board and November 14, 1997
Virgil Owings Director
* President and Director
- ------------------------------ (Principal Executive November 14, 1997
Edward Havlik Officer)
Executive Vice President,
Chief Financial Officer,
/S/ WILLIAM J. CROCK, JR. Secretary and Treasurer
- ------------------------------ (Principal Financial November 14, 1997
William J. Crock, Jr. Officer and Principal
Accounting Officer)
*
- ------------------------------ Vice President and November 14, 1997
Timothy Owings Director
*
- ------------------------------ Vice President and November 14, 1997
Laurie Bulson Director
William J. Crock, Jr., the undersigned attorney-in-fact, by signing his name
below, does hereby sign this Amendment No. 4 to the Registration Statement on
behalf of the above-indicated Officers and Directors of United Homes, Inc.
(constituting all the Directors) pursuant to powers of attorney executed by such
persons and heretofore filed with the Securities and Exchange Commission.
<TABLE>
<S> <C> <C>
/s/ WILLIAM J. CROCK, JR.
-------------------------------------------
William J. Crock, Jr.
*By: AS ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement(4)
1.2 -- Engagement Letter between Miller & Schroeder Financial, Inc. and United
Homes, Inc. dated June 30, 1997(2)
1.3 -- Form of Selected Dealer Agreement(3)
3.1 -- Articles of Incorporation of United Homes, Inc.(1)
3.2 -- Bylaws of United Homes, Inc.(1)
4.1 -- Specimen Debenture (filed as part of Exhibit 4.2)(2)
4.2 -- Form of Indenture(2)
5.1 -- Opinion of Shefsky & Froelich Ltd. regarding the Debentures
5.2 -- Opinion of Mackall, Crounse & Moore, PLC regarding the Debentures(4)
10.1 -- Revolving Credit Agreement between Genel Company, Inc. and United Homes,
Inc. dated May 30, 1995(1)
10.2 -- Loan Agreement between Residential Funding Corporation and United Homes,
Inc., United Homes of Illinois, Inc., United Homes of Michigan, Inc. and
United Homes, Inc., an Arizona corporation dated March 14, 1997(1)
10.3 -- Loan Agreement between Residential Funding Corporation and United Homes,
Inc., United Homes of Illinois, Inc., United Homes of Michigan, Inc. and
United Homes, Inc., an Arizona corporation dated May 28, 1996(1)
10.4 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
October 3, 1996(1)
10.5 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
August 21, 1996(1)
10.6 -- Supplement to Loan Agreement between Residential Funding Corporation and
United Homes, Inc., United Homes of Illinois, Inc., United Homes of
Michigan, Inc. and United Homes, Inc., an Arizona corporation dated
February 3, 1997(1)
10.7 -- Loan Agreement between United-Darien Limited Partnership, United
Development Management Company, United Homes, Inc., United Homes of
Illinois, Inc., Edward Havlik and Virgil Owings and First Bank National
Association dated March 5, 1996(1)
10.8 -- Lease and Sales Listing Agreement by and between Model Homes, L.L.C and
United Homes, Inc. dated March 30, 1997(2)
10.9 -- Development and Marketing Agreement by and between Mirage, L.L.C. and
United Homes, Inc. dated September 22, 1997(4)
10.10 -- Development and Marketing Agreement by and between United Round Lake Land
Development, L.L.C. and United Homes, Inc. dated September 30, 1997(4)
10.11 -- Real Estate Purchase Agreement by and between Greenbrooke Associates, Ltd.
and United Development Management Company dated May 1, 1994(4)
10.12 -- Real Estate Sale Contract by and between United Round Lake Land
Development, L.L.C. and United Homes, Inc. dated September 22, 1997(4)
10.13 -- Assignment of Contract by and between Mirage, L.L.C. and United Homes,
Inc. dated September 22, 1997(4)
12.1 -- Statements regarding computation of ratios(4)
21.1 -- List of Subsidiaries of United Homes, Inc.(2)
23.1 -- Consent of Shefsky & Froelich Ltd. (filed as part of Exhibit 5.1)
23.2 -- Consent of Ernst & Young LLP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
23.3 -- Consent of Mackall, Crounse & Moore, PLC (filed as part of Exhibit 5.2)(4)
24.1 -- Power of Attorney(1)
27.1 -- Financial Data Schedule(1)
</TABLE>
- ------------------------
(1) Filed previously on August 19, 1997.
(2) Filed previously on October 21, 1997.
(3) Filed previously on November 6, 1997.
(4) Filed previously on November 14, 1997 (Amendment No. 3)
<PAGE>
EXHIBIT 5.1
[S&F LETTERHEAD]
023099-00001
November 12, 1997
United Homes, Inc.
2100 Golf Road
Suite 110
Rolling Meadows, IL 60008
Re: UNITED HOMES, INC. OFFERING OF 11% MANDATORY REDEMPTION DEBENTURES
Ladies and Gentlemen:
We have acted as special securities counsel to United Homes, Inc., an
Illinois Corporation (the "Company"), in connection with the preparation and
filing of the registration statement on Form S-1, Reg. No. 333-33965 (the
"Registration Statement"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") and the
prospectus contained therein with respect to the public offering of up to
$7,000,000 of the Company's 11% Mandatory Redemption Debentures due March 15,
2005, (the "Debentures"). Of the Debentures being offered, 1,106 Debentures are
being registered pursuant to an option to the underwriter Miller & Schroeder
Financial, Inc. (the "Underwriter"). In connection with the registration of
the Debentures, you have requested our opinion with respect to the matters set
forth below.
In connection with delivering this opinion to you, as special securities
counsel to the Company we have examined originals or copies, certified or
otherwise identified to our satisfaction, of: (i) the Underwriting Agreement,
substantially in the form of the agreement as filed as an exhibit to the
Registration Statement on November 6, 1997 (the "Underwriting Agreement"), by
and between the Company and Miller & Schroeder Financial, Inc. (the
"Underwriter"); (ii) certificates of public officials and other officers or
representatives of the Company; (iii) the Articles of Incorporation and Bylaws
of the Company and each subsidiary; (iv) the Identure substantially in the form
of the agreement as filed as an exhibit to the Registration Statement on
November 6, 1997 (the "Indenture"); and (v) such other documents, certificates,
records or provisions of law as we have deemed necessary for the purpose of
rendering these opinions. Capitalized terms used but not otherwise expressly
defined herein shall have the same meanings as set forth in the Underwriting
Agreement.
In rendering the opinions expressed below, we have assumed that: (i)
except with respect to documents executed by officers of the Company that all
signatures, appearing in all documents, are valid and genuine; (ii) the
documents shown to us are complete and no modifications to any thereof exist;
(iii) the documents submitted to us as certified or photostatic copies of
original documents conform to the original documents; (iv) the originals of
certified or photostatic copies are authentic; and (v) the representations
and warranties as to factual matters made by the Company and its officers and
other representatives and contained in Section 2 of the Underwriting
Agreement and in the various officer's certificates delivered either to the
Underwriter or to us on the Closing Date are true and complete.
<PAGE>
We are admitted to the practice of law only in the State of Illinois and,
accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Illinois and the federal law of the United States
of America, all as currently in effect. In limitation of the foregoing, we
express no opinion as to: (i) federal and state environmental and land use laws
and regulations; and (ii) except as otherwise stated herein, the compliance or
noncompliance with state securities laws, rules and regulations or with the
antifraud provisions of state and federal laws, rules and regulations concerning
the issuance of securities.
This opinion is subject to: (i) the effect of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now
or hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and the
discretion of the court before which any proceeding therefor may be brought;
and (iii) the unenforceability under certain circumstances under law or court
decisions of agreements providing for the indemnification of or contribution
to a party with respect to a liability where such indemnification or
contribution is contrary to public policy.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Debentures
have been duly authorized by all necessary corporate action and when
executed, authenticated and delivered by or on behalf of the Company against
payment therefor in accordance with the terms of the Indenture, will
constitute valid and binding obligations of the Company enforceable against
the Company in accordance with their terms.
In rendering the foregoing opinion as to matters governed by the
internal law of the State of Minnesota, we have relied on the opinion dated
November 12, 1997 of Mackall, Crounse & Moore, PLC a copy of which is filed
as exhibit 5.2 to the Registration Statement.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
This opinion is rendered to you in connection with the Registration
Statement. This opinion may not be relied upon without our prior express
written consent, but we hereby consent to its use in connection with the
Registration Statement.
Respectfully submitted,
/s/ SHEFSKY & FROELICH
- --------------------------------------------------------------------------------
SHEFSKY & FROELICH LTD.
S&F/gm
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our reports
dated December 12, 1996, except for Note 6(1), as to which the date is
March 25, 1997, with respect to the consolidated financial statements of
United Homes, Inc. as of September 30, 1996 and 1995 and for each of the
three years in the period ended September 30, 1996, and dated October 15,
1997 with respect to the financial statements of United Development
Bristolwood Limited Partnership as of September 30, 1995 and for the year
then ended, in the Registration Statement (Form S-1) and related Prospectus
of United Homes, Inc. for the registration of $7,106,000 of Debentures due
March 15, 2005.
Ernst & Young LLP
Chicago, Illinois
November 14, 1997
