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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (date of earliest event reported): May 6, 1998
DEL WEBB CORPORATION
Delaware 1-4785 86-0077724
(State of other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
6001 North 24th Street
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 808-8088
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
Exhibit 1.1. hereto is the Underwriting Agreement dated May 6, 1998
among Del Webb Corporation and SBC Warburg Dillon Read Inc.
Item 7. Financial Statements and Exhibits.
Exhibits
1.1 Underwriting Agreement dated May 6, 1998 among Del Webb
Corporation and SBC Warburg Dillon Read Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEL WEBB CORPORATION
By: ROBERTSON C. JONES
-----------------------------------
Robertson C. Jones
Vice President and General Counsel
May 8, 1998
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ---------- ------------ -------------
1.1 Underwriting Agreement dated 5
May 6, 1998 among Del Webb
Corporation and SBC Warburg
Dillon Read Inc.
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DEL WEBB CORPORATION
9 3/8% SENIOR SUBORDINATED DEBENTURES DUE 2009
UNDERWRITING AGREEMENT
DATED MAY 6, 1998
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UNDERWRITING AGREEMENT
May 6, 1998
SBC WARBURG DILLON READ INC.
535 Madison Avenue
New York, New York 10022
Dear Sirs:
Del Webb Corporation (the "Company") proposes to issue and sell to SBC
Warburg Dillon Read Inc. (the "Underwriter") $200,000,000 aggregate principal
amount of its 9 3/8% Senior Subordinated Debentures due 2009, (the
"Debentures"). The Debentures are described in the Prospectus which is referred
to below.
The Debentures are to be issued pursuant to an Indenture (the
"Indenture") to be dated as of May 11, 1998, among the Company, State Street
Bank and Trust Company, as trustee, and State Street Bank and Trust Company,
N.A., as agent.
The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a shelf registration statement on Form S-3, including a
prospectus, relating to $200,000,000 of securities, including debentures, which
incorporates by reference documents that the Company has filed or will file in
accordance with the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the "Exchange
Act"). As used in this Agreement, "Base Prospectus" shall mean the prospectus
included in the Registration Statement when it became effective under the Act on
October 29, 1997, as it may have been amended subsequent to that date to the
date hereof. The Company has furnished to you, for use by you and by dealers,
copies of a preliminary prospectus supplement, including the Base Prospectus
contained therein and all documents incorporated by reference therein
(collectively, the "Preliminary Prospectus") relating to the Debentures. Except
where the context otherwise requires, the shelf registration statement, as in
effect at the time of execution of this Agreement, including all documents filed
as part thereof or incorporated by reference therein, and including the Base
Prospectus, is herein called the "Registration Statement," and the final
prospectus supplement relating to the Debentures, including (i) the Base
Prospectus and (ii) all documents incorporated therein or in the Base Prospectus
by reference, in the form first filed by
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the Company with the Commission pursuant to Rule 424(b)(2) under the Act, is
herein called the "Prospectus."
The Company and the Underwriter agree as follows:
1. Sale and Purchase: Upon the basis of the warranties and representa-
tions and the other terms and conditions herein set forth, the Company agrees to
sell to the Underwriters and the Underwriter agrees to purchase from the
Company, $200,000,000 aggregate principal amount of Debentures at a purchase
price of 97.75% of the principal amount thereof, plus accrued interest from the
Time of Purchase (as hereinafter defined). You shall release the Debentures for
public sale promptly after this Agreement becomes effective. You may from time
to time increase or decrease the public offering price after the initial public
offering to such extent as you may determine.
2. Payment and Delivery: Payment of the purchase price for the
Debentures shall be made to the Company in immediately available funds at the
office of SBC Warburg Dillon Read Inc. in New York City, against delivery of the
Debentures to you for your account. Such payment and delivery shall be made at
10:00 A.M., New York City time, on May 11, 1998 (unless another time shall be
agreed to by you and the Company or unless postponed in accordance with the
provisions of Section 8 hereof). The time at which such payment and delivery are
actually made is hereinafter sometimes called the "Time of Purchase." The Deben-
tures shall be delivered to you in definitive or global form in such names and
in such denominations as you shall specify on the second business day(1)
preceding the Time of Purchase. For the purpose of expediting the checking of
the Debentures by you, the Company agrees to make such Debentures available to
you for such purpose at least one full business day preceding the Time of
Purchase.
3. Representations and Warranties of the Company: The Company
represents and warrants to the Underwriter that:
(a) each Preliminary Prospectus filed pursuant to Rule 424
under the Act complied in all material respects with the Act; when the
Registration Statement became effective and at all times subsequent
thereto up to the
- --------
(1) As used herein, "business day" shall mean a day on which the New York
Stock Exchange is open for trading.
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Time of Purchase, the Registration Statement and the Prospectus, and
any supplements or amendments thereto, complied and will comply in all
material respects with the provisions of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
Registration Statement at all such times did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus at all such times did not
and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Company
makes no warranty or representation with respect to any statement
contained in the Prospectus in reliance upon and in conformity with
information concerning the Underwriter and furnished in writing by or
on behalf of you to the Company expressly for use in the Prospectus
and set forth in the section of the Prospectus entitled "Underwriting";
the documents incorporated by reference in the Prospectus, at the time
they were filed (or, if an amendment with respect to any such document
was filed, when such amendment was filed) with the Commission, complied
in all material respects with the requirements of the Exchange Act,
and, except to the extent, if any, they are modified or superseded by
the Registration Statement or the Prospectus, do not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
and the Company has complied and, until completion of the offering of
the Debentures will continue in the future to comply, with its
obligations under the Exchange Act;
(b) the conditions for use of a registration statement on Form
S-3 set forth in the General Instructions to Form S-3 have been
satisfied with respect to the Company and the transactions contemplated
by this Agreement and the Registration Statement and Prospectus;
(c) the consolidated capitalization of the Company as of March
31, 1998 is as set forth under the column entitled "March 31, 1998 -
Actual" in the section of the Prospectus entitled "Capitalization" and,
as of the Time of Purchase, assuming the Time of Purchase had been
March 31, 1998, the consolidated capitalization of the Company shall be
as set forth under the column entitled "March 31, 1998 - As Adjusted"
in the section of the Pro-
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spectus entitled "Capitalization"; all of the issued and outstanding
shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable; the Company
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware, with full power
and authority (i) to own its properties and conduct its business as
described in the Registration Statement and Prospectus, and (ii) to
execute, deliver and perform its obligations under this Agreement and
the Indenture and to issue, sell and deliver the Debentures as herein
contemplated;
(d) the Company and each of its subsidiaries listed on
Schedule I attached hereto (the "Operating Subsidiaries") are duly
qualified or licensed by and are in good standing in each jurisdiction
in which they conduct their respective business and in which the
failure to be so licensed or qualified could have a material adverse
effect on the condition (financial or other), business, prospects or
results of operations of the Company and the subsidiaries taken as a
whole; the Company and each of the Operating Subsidiaries are in
compliance with the laws, orders, rules, regulations and directives
issued or administered by each such jurisdiction, except where the
failure to be in compliance will not have a material adverse effect on
the condition (financial or other), business, prospects or results of
operations of the Company and its subsidiaries taken as a whole; all of
the outstanding capital stock or other securities evidencing equity
ownership of each of the Operating Subsidiaries have been duly and
validly authorized and issued and are fully paid and non-assessable,
and are directly or indirectly owned by the Company; each Operating
Subsidiary has been duly organized and is validly existing under the
laws of the jurisdiction pursuant to which such Operating Subsidiary is
incorporated or organized, and each Operating Subsidiary has full power
and authority to own its properties and conduct its business as
described in the Registration Statement and Prospectus; no subsidiary
of the Company other than an Operating Subsidiary or Terravita
Marketplace L.L.C., an Arizona limited liability company ("TLLC"), the
assets of which have been sold by the Company, accounted for more than
one percent of the Company's consolidated assets, revenues or net
earnings at and for the fiscal year ended June 30, 1997 or at and for
the nine months ended March 31, 1998 or is expected to account for more
than one percent of the Company's consolidated assets, revenues or net
earnings at and for the fiscal year ending June 30, 1998; and the
Company and the Operating Subsidiaries (including TLLC) accounted for
more than 99% of the Company's consolidated assets,
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revenues and net earnings at and for the fiscal year ended June 30,
1997 and at and for the nine months ended March 31, 1998 and are
expected to account for more than 99% of the Company's consolidated
assets, revenues and net earnings at and for the fiscal year ending
June 30, 1998;
(e) neither the Company nor any of its subsidiaries is in
breach of, or in default under (nor has any event occurred which with
notice, lapse of time or both would constitute a breach of, or default
under), its respective charter or bylaws or in the performance or
observance of any license, obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, bank
loan or credit agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any of them
is bound, which breach or default could have a material adverse effect
on the condition (financial or other), business, prospects or results
of operations of the Company and its subsidiaries taken as a whole;
and the execution, delivery and performance of this Agreement and the
issuance of the Debentures and consummation of the transactions
contemplated hereby will not conflict with, or result in any breach of,
or constitute a default under (nor constitute any event which with
notice, lapse of time or both would constitute a breach of, or default
under), any provision of the charter, bylaws or operating agreement of
the Company or any of the Operating Subsidiaries or under any provision
of any license, indenture, mortgage, deed of trust, bank loan or credit
agreement or other agreement or instrument to which the Company or any
of the Operating Subsidiaries is a party or by which any of them or
their respective properties may be bound or affected, or under any
federal, state, local or foreign law, regulation or rule or any decree,
judgment or order applicable to the Company or any of its Operating
Subsidiaries;
(f) the Indenture has been duly authorized by the Company and
when executed and delivered by the Company will be a legal, valid and
binding agreement of the Company enforceable in accordance with its
terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and general principles of equity;
(g) the Debentures have been duly authorized by the Company
and when executed and delivered by the Company will constitute legal,
valid and binding obligations of the Company entitled to the benefits
of the Indenture and enforceable in accordance with their terms,
except as the
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enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and general principles of equity;
(h) this Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement of
the Company enforceable in accordance with its terms, except as rights
to indemnity and contribution hereunder may be limited by federal or
state securities laws or announced public policy;
(i) the Debentures and the Indenture conform in all material
respects to the descriptions thereof contained in the Prospectus;
(j) no approval, authorization, consent or order of or filing
with any federal, state, local or foreign governmental or regulatory
commission, board, body, authority or agency is required in connection
with the issuance and sale of the Debentures as contemplated hereby
other than registration of the Debentures under the Act, any necessary
qualification or exemption under the securities or blue sky laws of the
various jurisdictions in which the Debentures are being offered by the
Underwriter and the filing of this Agreement and the Indenture with
the Commission as exhibits to a Form 8-K, which filing of this
Agreement the Company agrees to make in a timely manner and in any
event prior to the Time of Purchase and which filing of the Indenture
the Company agrees to make in a timely manner, and in any event within
5 days of the Time of Purchase;
(k) no person has the right, contractual or otherwise, to
cause the Company to issue to it, or register pursuant to the Act, any
securities of the Company as a consequence of the issue and sale of the
Debentures to the Underwriter hereunder nor does any person have
preemptive rights, rights of first refusal or other rights to purchase
any of the Debentures;
(l) KPMG Peat Marwick LLP, whose reports on the consolidated
financial statements of the Company and its subsidiaries are included
or incorporated by reference in the Registration Statement and
Prospectus, are independent public accountants with respect to the
Company as required by the Act;
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(m) each of the Company and the Operating Subsidiaries has all
necessary licenses, authorizations, consents and approvals and has made
all necessary filings required under any federal, state, local or
foreign law, regulation or rule, and has obtained all authorizations,
consents and approvals necessary to date from other persons, in order
to conduct its respective business, in each case where the absence of
which would have a material adverse effect on the condition (financial
or other), business, prospects or results of operations of the Company
and its subsidiaries taken as a whole; neither the Company nor any of
the Operating Subsidiaries is in violation of, or in default under, any
such license, authorization, consent or approval or any federal, state,
local or foreign law, regulation or rule or any decree, order or
judgment applicable to the Company or any of the Operating Subsidiaries
the effect of which would have a material adverse effect on the
condition (financial or other), business, prospects or results of
operations of the Company and its subsidiaries taken as a whole;
(n) all legal or governmental proceedings, contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement have been so described or filed as required;
(o) there is no action, suit, or proceeding pending or, to the
best knowledge of the Company, threatened against the Company or any of
its subsidiaries or any of their respective properties, at law or in
equity, or before or by any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or
agency that could result in a judgment, decree or order having a
material adverse effect on the condition (financial or other),
business, prospects or results of operations of the Company and its
subsidiaries taken as a whole;
(p) the audited financial statements included in the
Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its subsidiaries as
of the dates indicated and the consolidated results of operations and
cash flows of the Company and its subsidiaries for the periods
specified and comply with the requirements applicable to registration
statements on Form S-3 under the Act; such financial statements have
been prepared in conformity with generally accepted accounting
principles, applied on a consistent basis during the periods involved;
the other financial and statistical information and data included in
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the Registration Statement and the Prospectus, historical and as
adjusted, are accurately presented in all material respects and
prepared on a basis consistent with the financial statements and the
books and records of the Company and its subsidiaries.
(q) subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, and except as
may be otherwise stated in or contemplated by the Registration
Statement or Prospectus, there has not been (A) any material adverse
change in the business, prospects or results of operations of the
Company and its subsidiaries taken as a whole, (B) any transaction that
is material to the Company and its subsidiaries taken as a whole,
proposed or entered into by the Company or any of its subsidiaries or
(C) any obligation, contingent or otherwise, directly or indirectly,
incurred by the Company or any of its subsidiaries that is material to
the Company and its subsidiaries taken as a whole;
(r) there is no claim pending or threatened or to the best
knowledge of the Company, contemplated under any Environmental Law (as
defined below) against the Company or any subsidiary which, if
adversely determined, would have a material adverse effect on the
condition (financial or other), business, prospects or results of
operations of the Company and its subsidiaries taken as a whole; there
are no past or present actions or conditions including, without
limitation, the release of any hazardous substance or waste regulated
under any Environmental Law that are likely to form the basis of any
such claim under existing law against the Company or any of its
subsidiaries, which, if adversely determined, would have a material
adverse effect on the condition (financial or other), business,
prospects or results of operations of the Company and its subsidiaries
taken as a whole. The term "Environmental Law" means any federal,
state, local or foreign law, rule or regulation now in effect governing
pollution or protection of the environment;
(s) the Company or the applicable subsidiary has good and
marketable title to all properties and assets reflected as owned in the
financial statements hereinabove described (or elsewhere in the
Prospectus), and no such property or assets is subject to any lien,
mortgage, pledge, charge or encumbrance of any kind except (i) those
reflected in such financial statements (or elsewhere in the
Prospectus), (ii) those existing in the ordinary course in connection
with the business of the Company and its subsidiaries
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and which do not adversely affect the use made and proposed to be made
of such property by the Company and its subsidiaries taken as a whole
or (iii) those which are not material in amount and do not adversely
affect the use made and proposed to be made of such property by the
Company and its subsidiaries taken as a whole. The Company or the
applicable subsidiary holds its material leased properties, if any,
under valid and binding leases, with such exceptions as are not
materially significant in relation to the business of the Company and
its subsidiaries taken as a whole;
(t) neither the Company nor any of the Operating Subsidiaries,
nor any employee of the Company or any of the Operating Subsidiaries,
has made any payment of funds of the Company or any of the Operating
Subsidiaries prohibited by law, and no funds of the Company or any of
the Operating Subsidiaries have been set aside to be used for any
payment prohibited by law;
(u) the Company and its subsidiaries have filed all federal or
state income or franchise tax returns required to be filed and have
paid all taxes shown thereon as due, and there is no material tax
deficiency which has been or could be properly asserted against the
Company or any of its subsidiaries; all material tax liabilities are
adequately provided for on the books of the Company and its
subsidiaries;
(v) the Company has not incurred any liability for any
finder's fees or similar payments in connection with the transactions
herein contemplated; and
(w) neither the Company nor any of its subsidiaries is an
investment company within the meaning of the Investment Company Act of
1940, as amended, or is subject to regulation thereunder.
4. Certain Covenants of the Company: The Company hereby covenants and
agrees:
(a) to furnish such information as may be required and
otherwise to cooperate in qualifying the Debentures for offering and
sale under the securities or blue sky laws of such states as you may
designate and to maintain such qualifications in effect as long as
required for the distribution of the Debentures, provided that the
Company shall not be required to qualify as a
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foreign corporation or to consent to the service of process under the
laws of any such state (except service of process with respect to the
offering and sale of the Debentures); to promptly advise you of the
receipt by the Company of any notification with respect to the
suspension of the qualification of the Debentures for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose; and to use its best efforts to obtain the withdrawal of
any order of suspension at the earliest practicable moment;
(b) from time to time to furnish to you as many copies of the
Prospectus (as amended or supplemented) as you may reasonably request;
(c) to advise you promptly and (if requested by you) to
confirm such advice in writing, (i) when any amendment to the
Registration Statement has been filed or becomes effective and (ii)
when the Prospectus is filed with the Commission pursuant to Rule
424(b)(2) under the Act (which the Company agrees to file in a timely
manner under such Rule);
(d) to advise you promptly, confirming such advice in writing,
of any request by the Commission for amendments or supplements to the
Registration Statement or the Prospectus or for additional information
with respect thereto, or of notice of institution of proceedings for,
or the entry of a stop order suspending the effectiveness of, the
Registration Statement and, if the Commission should enter a stop order
suspending the effectiveness of the Registration Statement, to make
every reasonable effort to obtain the lifting or removal of such order
as soon as possible; to advise you promptly of any proposal to amend or
supplement the Registration Statement or Prospectus, including by
filing any documents that would be incorporated therein by reference
and to file no such amendment or supplement to which you shall
reasonably object in writing;
(e) to furnish to you for a period of eight years from the
date of this Agreement, but only so long as the Company is subject to
the periodic reporting requirements of the Exchange Act (or, if
shorter, the period of time the Debentures are outstanding) (i) copies
of any reports or other communications that the Company shall send to
its stockholders generally or shall from time to time publish or
publicly disseminate, (ii) copies of all annual, quarterly and current
reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such
other similar form as may be designated by the Commission, and (iii)
such other non-confidential information as you may
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reasonably request regarding the Company and which is produced by the
Company in the ordinary course of business;
(f) to advise you promptly of the happening of any event known
to the Company within the time during which a Prospectus relating to
the Debentures is required to be delivered under the Act which, in the
judgment of the Company, would require the making of any change in the
Prospectus then being used or in the information incorporated therein
by reference, so that the Prospectus, as then supplemented, would not
include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, and, during
such time, to prepare and furnish, at the Company's expense, to you
promptly such amendments or supplements to such Prospectus as may be
necessary to reflect any such change in such quantities as reasonably
requested by you and to furnish to you a copy of such proposed
amendment or supplement before filing any such amendment or supplement
with the Commission;
(g) to make generally available to its securityholders and to
deliver to you (if not otherwise delivered pursuant to Section 4(e)
hereof), an earnings statement of the Company (which need not be
audited and will satisfy the provisions of Section 11(a) of the Act
including, at the option of the Company, Rule 158) covering a period of
twelve months beginning after the date of the Prospectus as soon as is
reasonably practicable after the termination of such twelve-month
period but not later than fifteen months after the date of the
Prospectus.
(h) to furnish to you two (2) conformed copies of the
Registration Statement, as initially filed with the Commission, and of
all amendments thereto (including all exhibits thereto and documents
incorporated by reference therein) and such additional conformed
copies thereof as you shall reasonably request;
(i) to furnish to you as early as practicable prior to the
Time of Purchase, but no later than two business days prior thereto, a
copy of the latest available unaudited interim consolidated financial
statements, if any, of the Company and its subsidiaries that have been
read by the Company's independent certified public accountants, as
stated in their letter to be furnished pursuant to Section 6(c) of
this Agreement;
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(j) to apply the net proceeds from the sale of the Debentures
in the manner set forth under the caption "Use of Proceeds" in the
Registration Statement and Prospectus;
(k) whether or not the transactions contemplated in this
Agreement are consummated or this Agreement otherwise becomes effective
or is terminated, to pay all expenses, fees and taxes (other than any
transfer taxes and fees and disbursements of counsel for the
Underwriter except as set forth under Section 5 hereof and (iv) below)
in connection with (i) the preparation and filing of each Preliminary
Prospectus, the Prospectus, and any amendments or supplements thereto
or to the Registration Statement, and the printing and furnishing of
copies of each thereof to the Underwriter and to dealers (including the
incorporated documents and costs of mailing and shipment), (ii) the
preparation, issuance, execution, authentication, sale and delivery of
the Debentures, (iii) the reproduction and furnishing of copies of this
Agreement, any dealer agreements and the Indenture to the Underwriter
and to dealers (including costs of mailing and shipment), (iv) the
qualification or registration of the Debentures for offering and sale
under state laws and the determination of their eligibility for
investment under state law as aforesaid (including the legal fees and
filing fees and other disbursements of counsel in connection with such
state law matters) and the preparation and furnishing of copies of any
blue sky surveys or legal investment surveys to the Underwriter and to
dealers, (v) the listing of the Debentures on the New York Stock
Exchange and any other stock exchange on which the Debentures may be
listed, (vi) any filing fee for review of the public offering of the
Debentures by the National Association of Securities Dealers, Inc. and
(vii) the performance of the Company's other obligations hereunder;
(l) to furnish to you, before filing with the Commission
subsequent to the effective date of the Registration Statement and
during the period referred to in paragraph (f) above, a copy of any
document proposed to be filed pursuant to Sections 13, 14 or 15(d) of
the Exchange Act;
(m) to refrain from investing the proceeds from the sale of
the Debentures in a manner to cause the Company or any of its
subsidiaries to become an "investment company" within the meaning of
the Investment Company Act of 1940, as amended; and
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(n) to use its best efforts to cause the Debentures to be
listed on the New York Stock Exchange.
5. Reimbursement of Underwriter's Expenses: If the Debentures are not
delivered for any reason other than the default by the Underwriter in its
obligations hereunder, the Company shall reimburse the Underwriter for all of
its reasonable out-of-pocket expenses in connection with the matters
contemplated hereunder, including the reasonable fees and disbursements of its
counsel; provided, however, that if the Underwriter determines to terminate this
Agreement pursuant to Section 7 hereof and such determination is not reasonable,
then the Underwriter shall not be entitled to reimbursement of its out-of-pocket
expenses under this Section 5.
6. Conditions of the Underwriter's Obligations: The obligations of the
Underwriter hereunder are subject to the accuracy of the representations and
warranties on the part of the Company on the date hereof and at the Time of
Purchase, the performance by the Company of its obligations hereunder and to the
following conditions:
(a) The Company shall furnish to you at the Time of Purchase
an opinion of Gibson, Dunn & Crutcher LLP, special counsel for the
Company, addressed to you and dated the Time of Purchase in the form
set forth in Annex A hereto.
(b) The Company shall furnish to you at the Time of Purchase
an opinion of Robertson C. Jones, Esq., Vice President and General
Counsel of the Company, addressed to you and dated the Time of Purchase
in the form set forth in Annex B hereto.
(c) Intentionally left blank.
(d) You shall have received from KPMG Peat Marwick LLP letters
dated as of the date of this Agreement and the Time of Purchase, as the
case may be, and addressed to you, each in form and substance
heretofore approved by you.
(e) You shall have received at the Time of Purchase an opinion
from Skadden, Arps, Slate, Meagher & Flom LLP in form and substance
reasonably satisfactory to you.
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(f) No amendment or supplement to the Registration Statement
or Prospectus, including documents deemed to be incorporated by
reference therein, shall be filed to which you reasonably have objected
in writing prior to such filing.
(g) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act;
(h) Prior to the Time of Purchase (i) no stop order with
respect to the effectiveness of the Registration Statement shall have
been issued under the Act or proceedings initiated under Section 8(d)
or 8(e) of the Act; (ii) the Registration Statement and all amendments
thereto, or modifications thereof, if any, shall not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and (iii) the Prospectus and all amendments or supplements
thereto, or modifications thereof, if any, shall not contain an untrue
statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(i) Between the time of execution of this Agreement and the
Time of Purchase there has not been (i) any material and adverse
change, present or prospective, in the condition (financial or other),
business, prospects or results of operations of the Company and its
subsidiaries taken as a whole, (ii) any transaction that is material to
the Company and its subsidiaries taken as a whole entered into by the
Company or any of its subsidiaries or (iii) any obligation, contingent
or otherwise, directly or indirectly, incurred by the Company or any of
its subsidiaries that is material to the Company and its subsidiaries
taken as a whole.
(j) The Company at the Time of Purchase will deliver to you a
certificate executed by two of its executive officers to the effect
that the representations and warranties of the Company set forth in
this Agreement and the conditions set forth in paragraph (h) and
paragraph (i) have been met and are true and correct as of such date.
(k) The Company shall have furnished to you such other docu-
ments and certificates as to the accuracy and completeness of any
statement
14
<PAGE> 16
in the Registration Statement and the Prospectus as of the Time of
Purchase as you may reasonably request.
(l) The Company shall perform such of its obligations under
this Agreement as are to be performed by the terms hereof at or before
the Time of Purchase.
(m) The Debentures shall have been approved for listing on the
New York Stock Exchange.
(n) Between the time of execution of this Agreement and the
Time of Purchase (i) there shall not have occurred any downgrading in
the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as that term is defined in
Rule 436(g)(2) under the Act and (ii) no such organization shall have
publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's debt
securities.
7. Effective Date of Agreement; Termination: This Agreement shall
become effective when the parties hereto have executed and delivered this Agree-
ment.
The obligations of the Underwriter hereunder shall be subject to
termination in the absolute discretion of either of you if, at any time prior to
the Time of Purchase, trading in securities generally on the New York Stock
Exchange or American Stock Exchange shall have been suspended or minimum prices
shall have been established on such exchange, or if a banking moratorium shall
have been declared either by the United States or New York State authorities, or
if the United States shall have declared war in accordance with its
constitutional processes or there shall have occurred any material outbreak or
escalation of hostilities or other national or international calamity or crisis
of such magnitude in its effect on the financial markets of the United States
as, in your judgment make it impracticable to market the Debentures.
If you elect to terminate this Agreement as provided in this Section 7,
the Company and the other Underwriter shall be notified promptly by letter sent
by facsimile transmission and registered mail, or by telegram.
15
<PAGE> 17
If the sale to the Underwriter of the Debentures, as contemplated by
this Agreement, is not carried out by the Underwriter for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriter
shall be under no obligation or liability to the Company under this Agreement
(except to the extent provided in Section 9 hereof).
8. [Intentionally Left Blank]
9. Indemnity by the Company and the Underwriter:
(a) The Company agrees to indemnify and hold harmless the
Underwriter, each person that controls the Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and
the agents, employees, officers and directors of the Underwriter and of
each such controlling person (collectively, the "Underwriter
indemnified parties") from and against any and all losses, claims,
damages, judgments, liabilities and expenses (including, but not
limited to, the reasonable fees and expenses of counsel and other
expenses in connection with investigating, preparing, defending or
settling any such action or claim, whether commenced or threatened)
which, jointly or severally, any Underwriter indemnified party may
incur as they are incurred (and regardless of whether the Underwriter
indemnified party is a party to the litigation, if any) arising out of
or based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus
or the Preliminary Prospectus (as the same may have been or may be
amended or supplemented), or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, judgments,
liabilities or expenses arise out of, or are based upon, any such
untrue statement or omission or alleged untrue statement or omission
based upon and in conformity with information with respect to the
Underwriter furnished in writing by you to the Company expressly for
use therein with reference to the Underwriter; provided, however, that
the indemnity agreement contained in this Section 9(a) with respect to
the Preliminary Prospectus or amended or supplemented Preliminary
Prospectus shall not inure to the benefit of the Underwriter (or to the
benefit of any
16
<PAGE> 18
person controlling the Underwriter) from whom the person asserting any
such loss, expense, liability or claim purchased the Debentures which
is the subject thereof if the Prospectus corrected any such alleged
untrue statement or omission and if the Underwriter failed to send or
give a copy of the Prospectus to such person at or prior to the
written confirmation of the sale of such Debentures to such person.
(b) If any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted
against any Underwriter indemnified party, with respect to which
indemnity may be sought against the Company pursuant to this Section 9,
such Underwriter indemnified party shall promptly notify the Company in
writing, and the Company shall assume the defense thereof, including
the employment of counsel satisfactory to the Underwriter indemnified
party in its reasonable judgment and payment of all fees and expenses;
provided that the omission so to notify the Company shall not relieve
the Company from any liability that it may have to any Underwriter
indemnified party unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the
Company. An Underwriter indemnified party shall have the right to
employ separate counsel in any such action or proceeding and to assume
in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Underwriter indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing
by the Company, (ii) the Company has failed promptly to assume the
defense and employ counsel satisfactory to the Underwriter indemnified
party in its reasonable judgment, or (iii) the named parties to any
such action or proceeding (including any impleaded parties) include
both the Underwriter indemnified party and the Company and such
Underwriter indemnified party shall have concluded in its reasonable
judgment that there may be one or more legal defenses available to it
that are different from or additional to those available to the Company
(in which case the Company shall not have the right to assume the
defense of such action on behalf of such Underwriter indemnified
party), in any of which events such fees and expenses shall be borne by
the Company and paid as incurred. It is understood, however, that the
Company shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Underwriter indemnified parties,
17
<PAGE> 19
which firm shall be designated in writing by you, and that all such
fees and expenses shall be reimbursed as they are incurred. The Company
shall not be liable for any settlement of any such action effected
without the written consent of the Company (which consent shall not be
unreasonably withheld or delayed), but if settled with the written
consent of the Company, or if there is a final judgment with respect
thereto, the Company agrees to indemnify and hold harmless each
Underwriter indemnified party from and against any loss or liability by
reason of such settlement or judgment.
(c) The Underwriter agrees to indemnify and hold harmless the
Company, its directors, its officers who signed the Registration
Statement, and any person that controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act
(collectively, the "Company indemnified parties") to the same extent as
the foregoing indemnity from the Company to the Underwriter indemnified
parties, but only with respect to information covering the Underwriter
furnished in writing by you to the Company expressly for use with
respect to the Underwriter in the Registration Statement, the
Prospectus or the Preliminary Prospectus (as the same may have been
amended or supplemented). In case any action shall be brought against
any Company indemnified party based on the Registration Statement, the
Prospectus or the Preliminary Prospectus (as the same may have been
amended or supplemented) and in respect of which indemnity may be
sought against the Underwriter pursuant to this Section 9(c), the Under
writer shall have the rights and duties given to the Company by Section
9(b) hereof (except that if the Company shall have assumed the defense
thereof the Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof,
provided that the fees and expenses of such counsel shall be at the
Underwriter's expense), and the Company indemnified parties shall have
the rights and duties given to the Underwriter indemnified parties by
Section 9(b) hereof.
(d) If the indemnification provided for in this Section 9 is
unavailable to, or insufficient to hold harmless, any Underwriter
indemnified party or any Company indemnified party, then the party
required to indemnify such indemnified party under this Section 9
shall, in lieu of indemnifying such indemnified party, contribute to
the amount paid or payable by such indemnified party as a result of
such losses, claims, damages, judgments, liabilities and expenses (i)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Under-
18
<PAGE> 20
writer on the other from the offering of the Debentures, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriter on the other
in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriter on the other shall be
deemed to be in the same proportions as the total proceeds from the
offering (net of underwriting discounts and commission but before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriter, in
each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company on the one hand and the
Underwriter on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or by the
Underwriter, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the
losses, claims, damages and liabilities referred to above shall be
deemed to include any legal or other fees or expenses incurred by such
party in its reasonable judgment in connection with investigating or
defending any claim or action.
The Company and the Underwriter agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. Notwithstanding the provisions
of this subsection (d), the Underwriter shall not be required to
contribute any amount in excess of the underwriting discount applicable
to the Debentures underwritten by the Underwriter and distributed to
the public. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
The paragraph on page S-2 and the sixth paragraph under the
caption "Underwriting" on page S-38 of the Prospectus Supplement
concerning stabilization by the Underwriter and the third paragraph
under the caption
19
<PAGE> 21
"Underwriting" on page S-38 of the Prospectus Supplement concerning the
terms of the offering by the Underwriter constitute the only
information furnished to the Company in writing by the Underwriter
expressly for use in the Registration Statement, the Prospectus or the
Preliminary Prospectus (as the same may have been amended or
supplemented prior to the date of the Prospectus).
(e) The indemnity and contribution agreements contained in
this Section 9 and the covenants, warranties and representations of the
Company contained in this Agreement shall remain in full force and
effect, regardless of any investigation made by or on behalf of the
Underwriter indemnified party or by or on behalf of any Company
indemnified party, and shall survive any termination of this Agreement
or the issuance and delivery of the Debentures. The Company and the
Underwriter agree promptly to notify the other of the commencement of
any litigation or proceeding against it and, in the case of the
Company, against any of the Company's officers and directors, in
connection with the issuance and sale of the Debentures or in
connection with the Registration Statement, the Prospectus or the
Preliminary Prospectus (as the same may have been amended or
supplemented prior to the date of the Prospectus).
10. Other Agreements: Each of the Company and the Underwriter
represents and agrees that (a) it has not offered or sold, and for a period of
six months after the date of issue of the Debentures will not offer or sell, any
Debentures to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which do not constitute an offer to the public in the
United Kingdom for the purposes of the Public Offers of Securities Regulations
1995, (b) it has complied and will comply with all applicable provisions of the
Public Offers of Securities Regulations 1995 and the Financial Services Act 1986
with respect to anything done by it in relation to the Debentures in, from or
otherwise involving the United Kingdom and (c) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by it
in connection with the issue or sale of Debentures to a person who is of a kind
described in Article 11(3) of the Financial Services Act of 1986 (Investment
Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom the
document may otherwise lawfully be issued or passed on.
20
<PAGE> 22
11. Notices: Except as otherwise provided herein, all statements,
requests, notices and agreements shall be in writing and, if to the Underwriter,
shall be sufficient in all respects if timely delivered or sent to SBC Warburg
Dillon Read Inc., 535 Madison Avenue, New York, N.Y. 10022, Attention: Syndicate
Department and, if to the Company, shall be sufficient in all respects if
timely delivered to the Company at the offices of the Company at 6001 N. 24th
Street, Phoenix, Arizona 85016, Attention: Robertson C. Jones, Esq. Any party
may change the address at which it is to receive statements, requests, notices
and agreements by written notice to the other parties.
12. GOVERNING LAW; CONSTRUCTION: THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE SECTION HEADINGS IN THIS AGREE-
MENT HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A
PART OF THIS AGREEMENT.
13. Parties in Interest: The Agreement herein set forth has been and is
made solely for the benefit of the Underwriter, the Company, the Underwriter
indemnified parties and the Company indemnified parties, and their respective
successors, assigns, executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from the
Underwriter) shall acquire or have any right under or by virtue of this
Agreement.
21
<PAGE> 23
14. Counterparts: This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement between
the parties.
Very truly yours,
DEL WEBB CORPORATION
By: _________________________________
Name: Philip J. Dion
Title: Chairman & Chief Executive
Officer
Agreed to and accepted as of the date
first above written:
SBC WARBURG DILLON READ INC.
By: ________________________________
Name: Peter Laverty
Title: Managing Director
By: ________________________________
Name: Lee Shaiman
Title: Executive Director
<PAGE> 24
SCHEDULE I
Bellasera Corp., an Arizona corporation
Del Webb Communities, Inc., an Arizona corporation
Del E. Webb Development Co., L.P., a Delaware limited partnership
Del Webb California Corp., an Arizona corporation
Del Webb's Coventry Homes, Inc., an Arizona corporation
Del Webb's Coventry Homes Construction Co., an Arizona corporation
Del Webb Home Construction, Inc., an Arizona corporation
Del E. Webb Foothills Corporation, an Arizona corporation
Del Webb Commercial Properties Corporation, an Arizona corporation
Del Webb's Spruce Creek Communities, Inc., an Arizona corporation
Del Webb's Sunflower of Tucson, Inc., an Arizona corporation
Terravita Home Construction Co., an Arizona corporation
Terravita Corp., an Arizona corporation
Del Webb's Coventry Homes of Tucson, Inc., an Arizona corporation
Del Webb's Coventry Homes Construction of Tucson, Co. an Arizona Corporation
Del Webb's Coventry Homes of Nevada, Inc., an Arizona corporation
The Villages at Desert Hills, Inc.
(formerly Del Webb Lakeview Corporation and as to which Amended and
Restated Articles of Incorporation, which change its name to Anthem
Arizona, Inc., were filed with the Arizona Secretary of State on April
29, 1998), an Arizona corporation
DW Aviation Co., Inc., an Arizona corporation
Del Webb Conservation Holding Corp., an Arizona corporation
Terravita Commercial Corp., an Arizona corporation
Trovas Company, an Arizona corporation
Trovas Construction Company, an Arizona corporation
Del Webb Texas Limited Partnership, an Arizona limited partnership
Fairmount Mortgage, Inc., an Arizona corporation
Del Webb Limited Holding Co., an Arizona corporation
Del Webb Southwest Co., an Arizona corporation
23
<PAGE> 25
ANNEX A
May 11, 1998
SBC Warburg Dillon Read Inc.
535 Madison Avenue
New York, New York 10022
Re: Del Webb Corporation
Public Offering of $200 Million of
9 3/8% Senior Subordinated Debentures due 2009
Ladies and Gentlemen:
We have acted as special counsel to Del Webb Corporation, a
Delaware corporation (the "Company"), in connection with its sale to you of $200
million of 9 3/8% Senior Subordinated Debentures Due 2009 (the "Debentures")
pursuant to the Underwriting Agreement, dated May 6, 1998, between each of you
and the Company (the "Underwriting Agreement"). This opinion is rendered to you
pursuant to Section 6(a) of the Underwriting Agreement.
In connection with our examination of documents as described
below, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
For the purpose of rendering this opinion, we have made such
factual and legal inquiries as we deemed necessary under the circumstances and
in that connection we have examined, among other things, originals or copies of
the following:
(1) The registration statement on Form S-3 (file number
333- 35475) filed by the Company with the Securities
and Exchange Commission (the "Commission") on
September 12, 1997 for the purpose of registering the
sale of various securities, including Senior
Subordinated Debt Securities, under the
A-1
<PAGE> 26
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 2
Securities Act of 1933, as amended (the "Securities
Act"), the related Form T-1 filed with the Commission
for the purpose of qualifying the Indenture (defined
below) under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the final
prospectus, dated October 29, 1997, filed by the
Company with the Commission pursuant to Rule 424(b)
of the Rules and Regulations adopted by the
Commission under the Securities Act (the "Rules").
The registration statement in the form in which it
became effective on October 29, 1997, including the
documents incorporated by reference therein to the
extent not modified or superseded thereby, is
referred to below as the "Registration Statement",
the final prospectus of the Company dated October 29,
1997, in the form filed with the Commission pursuant
to Rule 424(b) of the Rules, including the documents
incorporated by reference therein to the extent not
modified or superseded thereby, is referred to below
as the "Prospectus" and the Prospectus, as
supplemented by the Prospectus Supplement to
Prospectus dated April 27, 1998, in the form filed
with the Commission pursuant to Rule 424(b) of the
Rules, including the documents incorporated by
reference therein to the extent not modified or
superseded thereby, is referred to below as the
"Prospectus/Prospectus Supplement";
(2) The order of the Commission dated October 29, 1997,
declaring the Registration Statement effective under
the Securities Act;
(3) The Certificate of Incorporation of the Company, as
amended to date;
(4) The Bylaws of the Company, as amended to date;
(5) Minutes of meetings of the Company's Board of
Directors at which actions were taken with respect to
the transactions
A-2
<PAGE> 27
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 3
covered by this opinion and minutes or records of
other corporate proceedings;
(6) The action of the Chief Executive Officer of the
Company, dated as of May 6, 1998, with respect to the
terms of the Debentures and the Indenture;
(7) The letters of KPMG Peat Marwick LLP, dated May 6,
1998 and the date hereof, delivered pursuant to
Section 6(d) of the Underwriting Agreement;
(8) The certificates, dated as of the date hereof,
delivered pursuant to Section 6(k) of the
Underwriting Agreement;
(9) The Directors and Officers Questionnaires of the
directors and executive officers of the Company;
(10) The Indenture, dated as of May 11, 1998, among the
Company, State Street Bank and Trust Company, as
Trustee (the "Trustee"), and State Street Bank and
Trust Company, N.A., as Co-Registrar and Co-Paying
Agent (the "Agent"), pursuant to which the Debentures
are to be issued (the "Indenture");
(11) The Certificate of the Trustee, dated as of the date
hereof, as to the due authentication of the
Debentures;
(12) The Underwriting Agreement;
(13) Specimen certificate(s) representing the Debentures;
(14) The opinion of Robertson C. Jones, Esq., Vice
President and General Counsel of the Company, to you,
dated May 11, 1998;
(15) The documents referred to in subparagraphs (x)(B),
(C), (D), (E) and (F) below and the indentures with
respect to the Com-
A-3
<PAGE> 28
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 4
pany's 9-3/4% Senior Subordinated Debentures due
2003, 9% Senior Subordinated Debentures due 2006 and
9 3/4% Senior Subordinated Debentures due 2008;
(16) Such other certificates and assurances from public
officials and officers and representatives of the
Company that we considered necessary or appropriate
for the purpose of rendering this opinion, copies of
which have been delivered to you; and
(17) The opinions rendered by us in connection with our
representation of the Company in the issuance of its
common stock and certain related documents.
Based on the foregoing and in reliance thereon (with respect to
the opinion of Robertson C. Jones, to the extent set forth below), and subject
to the assumptions, qualifications and limitations set forth herein, we are of
the opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware and has the corporate power to (A)
own its properties and conduct its business, in each
case as described in the Prospectus/Prospectus
Supplement, and (B) execute and deliver the
Underwriting Agreement and the Indenture and to
issue, sell and deliver the Debentures as
contemplated by the Underwriting Agreement;
(ii) Each of the entities listed on Schedule I to the
Underwriting Agreement (the "Material Subsidiaries")
is a corporation, limited partnership or limited
liability company, as the case may be, duly
organized, validly existing and, as to the Material
Subsidiaries that are corporations and Del E. Webb
Development Co., L.P., a Delaware limited
partnership ("DEVCO"), in good standing under the
laws of its respective jurisdiction of incorporation
or organization. Each Material
A-4
<PAGE> 29
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 5
Subsidiary has the corporate, partnership or limited
liability company power to own its properties and
conduct its business, in each case as described in
the Prospectus/Prospectus Supplement;
(iii) The Company is qualified to do business and in good
standing in Arizona, California, Nevada, Illinois,
Texas and South Carolina; Bellasera Corp., an Arizona
corporation, is qualified to do business and in good
standing in Illinois; Del Webb Communities, Inc., an
Arizona corporation, is qualified to do business and
in good standing in Nevada and South Carolina; Del
Webb Conservation Holding Corp., an Arizona corpora-
tion, is qualified to do business and in good
standing in Nevada; Del Webb California Corp., an
Arizona corporation, is qualified to do business and
in good standing in California; Del Webb's Coventry
of Nevada, Inc., Homes Construction Co., an Arizona
corporation, is qualified to do business and in good
standing in Nevada; DEVCO is qualified to do business
in Arizona and Nevada; Del Webb Southwest Co., an
Arizona corporation, is qualified to do business and
in good standing in Texas; and Del Webb Texas Limited
Partnership, an Arizona limited partnership, is
qualified to do business in Arizona and Texas.
(iv) The Company has the authorized capital stock set
forth in the Prospectus/Prospectus Supplement;
(v) The 2,500,000 shares and 375,000 shares of the
Company's Common Stock issued on June 25 and July 25,
1991, respectively, in a registered public offering,
the approximately 1.1 million shares of the Company's
common stock publicly issued in August and September
1987 in an exchange offer for then outstanding notes,
the 333,333 shares of common stock of the Company
issued on September 25, 1983, upon exercise of
warrants, in a registered public offering and the
approximately 3.2 million shares of common stock of
the Company
A-5
<PAGE> 30
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 6
issued in connection with the underwritten call in
May and June 1992 of the Company's 10-3/8%
Convertible Subordinated Debentures (none of which,
we are informed, are now outstanding) were all duly
and validly authorized, fully paid, non-assessable
and not issued in violation of any preemptive
rights provided by Arizona law or the Articles of
Incorporation or Bylaws of the Company as then in
effect (the Company was incorporated in Arizona at
the time of each of these issuances of common stock).
The 2,474,900 shares of the Company's common stock
issued on August 16, 1995 in a registered public
offering were all duly and validly authorized, fully
paid, non-assessable and not issued in violation of
any pre-emptive rights provided by Delaware law or
the Certificate of Incorporation or Bylaws of the
Company as then in effect;
(vi) To our knowledge, there are no actions, suits or
proceedings pending or threatened in writing against
the Company or any of the Material Subsidiaries or
any of their respective proper ties, at law or in
equity or before or by any commission, board, body,
authority or agency, that are required to be
described in the Prospectus/Prospectus Supplement but
are not so described;
(vii) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company;
(viii) The Debentures have been duly authorized by the
Company and, when executed, issued and authenticated
in accordance with the terms of the Indenture and
delivered and paid for in accordance with the terms
of the Underwriting Agreement, will be entitled to
the benefits of the Indenture and will be legal,
valid and binding obligations of the Company, enforce
able against the Company in accordance with their
terms, and the Debentures and the Indenture conform
to the descriptions thereof in the
Prospectus/Prospectus Supplement;
A-6
<PAGE> 31
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 7
(ix) The Indenture has been duly authorized, executed and
delivered by the Company and is a legal, valid and
binding agreement of the Company, enforceable
against the Company in accordance with its terms, and
the Indenture has been qualified under the Trust
Indenture Act;
(x) The execution, delivery and performance of the
Underwriting Agreement and the Indenture, the
issuance and sale of the Debentures by the Company
and the consummation of the other transactions
contemplated by the Underwriting Agreement and the
Indenture will not result in any breach of or
constitute a default under (or constitute an event
which with notice, lapse of time or both would
constitute a breach of or default under): (A) the
Certificate of Incorporation or Bylaws of the
Company; (B) any indenture, mortgage, deed of trust,
bank loan or credit agreement or other similar
written agreement or instrument that was filed, or
incorporated by reference, as an exhibit to the
Company's Annual Report on Form 10-K for its fiscal
year ended June 30, 1997 filed with the Commission or
that is referred to in the Prospectus/Prospectus
Supplement; (C) the Company's 9-3/4% Senior
Subordinated Debentures due 2003; (D) the Company's
9% Senior Subordinated Debentures due 2006; (E) the
Company's 9 3/4% Senior Subordinated Debentures due
2008; (F) any federal or Arizona state statute,
regulation or rule applicable to the Company (with
respect to the execution, delivery and performance of
the Indenture and the issuance and sale of the
Debentures only, provided that no opinion is
expressed as to state securities or Blue Sky laws or
the rules and regulations under any of them or as to
any misstatements or omissions in the Registration
Statement, Prospectus or Prospectus/Prospectus
Supplement); (G) the Delaware General Corporation Law
(with respect to the execution, delivery and
performance of the Indenture and the issuance and
sale of the Debentures only, provided that no opinion
is expressed as to state securities or Blue Sky laws
or the rules and regulations under any of them
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 8
or as to any misstatements or omissions in the
Registration Statement, Pro spectus or
Prospectus/Prospectus Supplement); or (H) any
license, decree, judgment or order applicable to the
Company and known to us (with respect to the
execution, delivery and performance of the Indenture
and the issuance and sale of the Debentures only,
provided that no opinion is expressed as to state
securities or Blue Sky laws or the rules and
regulations under any of them or as to any
misstatements or omissions in the Registration
Statement, Prospectus or Prospectus/Prospectus
Supplement);
(xi) No consent, approval, authorization, order or
qualification of or registration with any federal or
Arizona, Delaware (to the extent required by the
Delaware General Corporation Law) or New York state
governmental or regulatory commission, board, body,
authority or agency is required for the issuance or
sale of the Debentures by the Company as contemplated
by the Underwriting Agreement and the Indenture,
other than as has been accomplished under the
Securities Act and the Trust Indenture Act and for
filing of the Indenture under the Securities Act
(which, we understand, is anticipated to be timely
done by the Company by the filing of a Current Report
on Form 8-K to which such document will be an
exhibit), provided that we express no opinion as to
any necessary qualification or registration, or
exemption therefrom, under any state securities or
Blue Sky laws;
(xii) The Registration Statement has become effective under
the Securities Act and, to our knowledge, no stop
order proceedings with respect thereto are pending
or threatened under the Securities Act;
(xiii) To our knowledge, neither the Company nor any of the
Material Subsidiaries is in breach of or in default
under (nor has any event occurred that with notice,
lapse of time or both would constitute a breach of or
default under): (a) any inden-
A-8
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 9
ture, mortgage, deed of trust, bank loan or credit
agreement or other written agreement or instrument
identified or described in subparagraph (x)(B), (C),
(D) and (E) above; or (b) any federal or Arizona,
California, Delaware, Nevada, South Carolina, Texas,
Illinois or Florida state or local license, decree,
judgment or order applicable to the Company or any of
the Material Subsidiaries and known to us; in each
case in clauses (a) and (b) where such breach or
default could have a material adverse affect on the
consolidated financial position, prospects,
shareholders' equity or results of operations of the
Company and its subsidiaries taken as a whole;
(xiv) To our knowledge, there are no contracts, licenses,
agreements, leases or documents of a character that
are required to be filed as exhibits to the
Registration Statement or to be summarized or
described in the Prospectus/Prospectus Supplement
that have not been so filed, summarized or described;
and
(xv) The Registration Statement and the
Prospectus/Prospectus Supplement (except as to the
financial statements, financial statement notes and
financial statement schedules and other financial and
statistical data contained or incorporated by
reference therein and in the Exhibits thereto
(including the T-1), as to which we express no
opinion or make no other statement) comply as to form
in all material respects with the applicable
requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations under
both; the documents incorporated by reference in the
Registration Statement and the Prospectus/Prospectus
Supplement when they were filed or, if an amendment
with respect to any such document was filed, when
such amendment was filed (except as to financial
statements, financial statement notes and financial
statement schedules and other financial and
statistical data contained therein, as to which we
express no opinion or make no other statement),
complied as to form in all material
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 10
respects with the then applicable requirements of the
Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.
(xvi) The Statements in the Prospectus/Prospectus
Supplement under the caption "Certain Federal Tax
Matters," to the extent they constitute statements of
United States federal tax laws, are correct in all
material respects.
During the course of the preparation of the
Prospectus/Prospectus Supplement, we participated in conferences with
representatives of the Company, its independent accountants, you and your
counsel, at which conferences the contents of the Registration Statement,
Prospectus and Prospectus/Prospectus Supplement and related matters were
discussed. We have not independently verified the accuracy, completeness or
fairness of the statements contained in the Registration Statement, Prospectus
or Prospectus/Prospectus Supplement and the nature of our participation is such
that we are unable to assume, and do not assume, any responsibility for the
accuracy, completeness or fairness of such statements. However, based upon our
participation as described in this paragraph, we have no reason to believe and
do not believe that the Registration Statement, Prospectus or the
Prospectus/Prospectus Supplement or any documents incorporated by reference
therein (provided that we express no opinion and make no other statement as to
the financial statements, financial statement notes and financial statement
schedules and other financial and statistical data contained therein or with
respect to the T-1), as of their respective effective or issue dates and as of
the date hereof, contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
Our opinion set forth in paragraphs (viii) and (ix) above is
subject to (a) the effect of applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws and court decisions of general application,
including without limitation, statutory or other laws regarding fraudulent or
preferential transfers relating to, limiting or affecting the enforcement of
creditors' rights generally and (b) general principles of equity which may limit
the enforceability of any of the remedies, covenants or other provisions of the
Debentures and the Indenture, as well as
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 11
the availability of injunctive relief or other equitable remedies, and the
application of principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) as such principles relate to,
limit or affect the enforcement of creditors' rights generally. In addition, we
express no opinion as to: (a) any provisions of the Debentures or the Indenture
regarding the remedies available to any person (1) to take discretionary action
that is arbitrary, unreasonable or capricious or is not taken in good faith or
in a commercially reasonable manner, whether or not such action is permitted
under the Debentures or the Indenture, or (2) for violations or breaches that
are determined by a court to be non-material; (b) with respect to subparagraphs
(x)(B), (C), (D) or (E), whether compliance by the Company with Sections 4.14 or
4.15 of the Indenture, by making a "Change of Control Offer" or a "Net Worth
Offer" (as defined therein), the creation of a lien on property of the Company
under the fourth paragraph of Section 7.07 of the Indenture or the existence of
a "Default" or "Event of Default" under Article 6 of the Indenture will
constitute a default, event of default or cross-default under any of the
indentures, mortgages, deeds of trust, bank loans or credit agreements or other
similar written agreements or instruments referred to in subparagraphs (x)(B),
(C), (D) or (E); (c) with respect to whether acceleration of the Debentures may
affect the collectibility of that portion of the stated principal amount thereof
that might be determined to constitute unearned interest thereon; (d) the
enforceability of the waivers of rights or defenses provided for in Section 4.12
of the Indenture; or (e) the enforceability under certain circumstances under
law or court decisions of provisions 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. Our opinion in paragraphs (viii)
and (ix) is subject to the assumption that the Indenture has been duly
authorized, executed and delivered by the Trustee and the Agent and constitutes
a valid and binding agreement of the Trustee and the Agent, enforceable against
the Trustee and the Agent in accordance with its terms, subject to exceptions of
the type contained above in this paragraph.
This letter is limited to the facts and the law as they exist
on the date hereof. In addition, with respect to statements in this letter based
on our knowledge, (i) we have advised you only as to knowledge obtained by us in
connection with matters to which we have given substantive attention as counsel
to the Company in the form of legal consultation and (ii) such knowledge refers
only to the knowledge of the lawyers in our firm participating in the
preparation of the Registration
A-11
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 12
Statement and the Prospectus/Prospectus Supplement (being Steven Meiers, Amy
Forbes, Debra Alligood White, Stephen Tolles, Clifton McFarland and Joshua
Hofheimer) and not to the knowledge of every lawyer in our firm. The individuals
mentioned above are those whom, we believe, are the appropriate persons of whom
to inquire in rendering the opinions given as to our knowledge herein. Please be
advised that (a) our firm has not represented the Company or any of its
subsidiaries in any real property-related matters or given substantive attention
as counsel for the Company in the form of legal consultation as to any license,
decree, judgment or order as may exist with respect to the business of Company
and its subsidiaries (other than judgments or orders favorable to the Company
that are either not relevant to, or are consistent with, the opinions expressed
in this letter), (b) we are not representing the Company in connection with any
actual or threatened actions, suits or proceedings and (c) except for a review
of one of the certificates referred to in paragraph (16), with your permission,
we have not made any other inquiries with respect thereto.
The Company is a Delaware corporation and, until it
reincorporated in Delaware in 1994, was an Arizona corporation. The Material
Subsidiaries are Arizona corporations, an Arizona limited liability company and
an Arizona limited partnership and a Delaware limited partnership. We are not
admitted to practice in Arizona or Delaware. However, we are generally familiar
with Title 10 of the Arizona Revised Statutes, Chapters 1-23 (Corporations and
Associations) and its predecessor statutes, the Delaware General Corporation Law
and the Delaware Revised Uniform Limited Partnership Act and, except as set
forth in the following sentence, have made such review thereof as we consider
necessary for the purpose of rendering the opinion contained in paragraphs (i),
(ii) (as to DEVCO), (iv), (v), (vii), (viii), (ix), (x)(A) and (xi) of this
opinion. Insofar as this opinion covers Arizona law (except with respect to
paragraph (iii) hereof), or Arizona, California, Delaware, Nevada, South
Carolina, Texas, Illinois or Florida state or local licenses, decrees, judgments
or orders and as to paragraphs (v), (xiii) (b) and (xiv), we have relied, with
your permission, on the opinion of Robertson C. Jones, Esq., Vice President and
General Counsel of the Company, to you, a copy of which is attached hereto, and
(a) as to paragraphs (ii) (second sentence) (with respect to the Material
Subsidiaries other than DEVCO), (x)(F) (except as to federal law), (xi) (except
as to federal law and the Delaware General Corporation Law), and (xiii) such
reliance is, with your permission, exclusive and without any independent
verification and (b) our
A-12
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 13
opinion is subject to the same qualifications, assumptions and limitations as
are set forth in that opinion. We believe you and we are justified in relying on
that opinion. Subject to the foregoing, this opinion is limited to federal,
Arizona, Delaware and New York law, to the extent set forth above. With respect
to the opinion in paragraphs (i) and (ii) as to valid existence and good
standing and with respect to the opinion in paragraph (iii), we have relied
exclusively on certificates from the relevant state authorities, except with
respect to the qualification of DEVCO in Arizona, in which case we have relied
exclusively on oral advice from a representative of the relevant state
authority. On March 5, 1998, Steven Meiers, the partner of this firm with
primary responsibility for the matters covered by this letter, sold the 15,000
shares of the Company's common stock he beneficially owned.
This letter is furnished to you in connection with the
Underwriting Agreement and the transactions contemplated thereby, is solely for
your benefit, may not be quoted in part by you or in whole or in part by any
other person and may not be relied upon by any other person or by you in any
other context.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
A-13
<PAGE> 38
ANNEX B
May 11, 1998
SBC Warburg Dillon Read Inc.
535 Madison Avenue
New York, New York 10022
Re: Del Webb Corporation
Public Offering of $200,000,000 of
9 3/8% Senior Subordinated Debentures due 2009
Ladies and Gentlemen:
I am the General Counsel of Del Webb Corporation, a Delaware
corporation (the "Company"), and render this opinion to you pursuant to Section
6(b) of the Underwriting Agreement, dated May 6, 1998, between each of you and
the Company (the "Underwriting Agreement") in connection with the sale by the
Company to you of $200 million of 9 3/8% Senior Subordinated Debentures due 2009
(the "Debentures").
In connection with my examination of documents as described
below, I have assumed the genuineness of all signatures on, and the authenticity
of, all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as copies. With respect to agreements
and instruments executed by natural persons, I have assumed the legal
competency of such persons.
For the purpose of rendering this opinion, I have made such
factual and legal inquiries as I deemed necessary under the circumstances and in
that connection I have examined, among other things, originals or copies of the
following:
(1) The registration statement on Form S-3 (Securities
Act file number 333-35475) filed by the Company with
the Securities and Exchange Commission (the
"Commission") on September 12, 1997 for the purpose
of registering the sale of various securities,
including Senior Subordinated Debt Securities, under
the Securities Act of 1933, as amended (the
"Securities
B-1
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 2
Act"), the related Form T-1 filed with the Commission
for the purpose of qualifying the Indenture (defined
below) under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the final
prospectus, dated October 29, 1997, filed by the
Company with the Commission pursuant to Rule 424(b)
of the Rules and Regulations adopted by the
Commission under the Securities Act (the "Rules").
The registration statement in the form in which it
became effective on October 29, 1997, including the
documents incorporated by reference therein to the
extent not modified or superseded thereby, is
referred to below as the "Registration Statement",
the final prospectus of the Company dated October 29,
1997, in the form filed with the Commission pursuant
to Rule 424(b) of the Rules, including the documents
incorporated by reference therein to the extent not
modified or superseded thereby, is referred to below
as the "Prospectus" and the Prospectus, as
supplemented by the Prospectus Supplement to
Prospectus dated May 6, 1998 in the form filed by the
Company with the Commission pursuant to Rule 424(b)
of the Rules, including the documents incorporated by
reference therein to the extent not modified or
superseded thereby, is referred to below as the
"Prospectus/Prospectus Supplement";
(2) The Certificate of Incorporation of the Company; The
Articles of Incorporation of Del Webb Communities,
Inc., Bellasera Corp., Del Webb's Coventry Homes,
Inc., Del Webb's Coventry Homes Construction Co., Del
Webb Home Construction, Inc., Del E. Webb Foothills
Corporation, Del Webb Commercial Properties
Corporation, Del Webb's Spruce Creek Communities,
Inc., Del Webb's Sunflower of Tucson, Inc., Terravita
Home Construction Co., Terravita Corp., Terravita
Commercial Corp., Del Webb's Coventry Homes of
Tucson, Inc., Del Webb's Coventry Homes Construction
of Tucson Co., Del Webb's Coventry Homes of Nevada,
Inc., Del Webb Homes, Inc.,
B-2
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 3
The Villages at Desert Hills, Inc. (formerly Del Webb
Lakeview Corporation and as to which Amended and
Restated Articles of Incorporation, which change its
name to Anthem Arizona, Inc., were filed with the
Arizona Secretary of State on April 29, 1998) DW
Aviation Co., Inc. Del Webb Conservation Holding
Corp. Trovas Company Trovas Construction Company
Fairmount Mortgage, Inc. Del Webb Limited Holding
Co. Del Webb Southwest Co. (each of which is an
Arizona corporation) Certificate and Agreement of
Limited Partnership of Del Webb Texas Limited
Partnership, an Arizona limited partnership ("DW
Texas L.P.") (together, the "Material Subsidiaries");
(3) The Bylaws of the Company and of the Material
Subsidiaries that are corporations, as amended to
date;
(4) Minutes of meetings of the Boards of Directors of the
Company at which actions were taken with respect to
the transactions covered by this opinion and minutes
or records of other corporate proceedings;
(5) The action of the Chief Executive Officer of the
Company, dated as of May 6, 1998, with respect to the
terms of the Debentures and the Indenture;
(6) The letters of KPMG Peat Marwick LLP, dated May 6,
1998, and the date hereof, delivered pursuant to
Section 6(d) of the Underwriting Agreement;
(7) The certificate, dated as of the date hereof,
delivered pursuant to Section 6(k) of the
Underwriting Agreement;
B-3
<PAGE> 41
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 4
(8) The Indenture, dated as of May 11, 1998, among the
Company, State Street Bank and Trust Company, as
Trustee (the "Trustee"), and State Street Bank and
Trust Company, N.A., as Co-Registrar and Co-Paying
Agent, pursuant to which the Debentures are to be
issued (the "Indenture");
(9) The Certificate of the Trustee, dated as of the date
hereof, as to the due authentication of the
Debentures;
(10) The Underwriting Agreement;
(11) Specimen certificate(s) representing the Debentures;
(12) The documents referred to in subparagraph (v)(A)-(E)
below and the indentures with respect to the
Company's 9-3/4% Senior Subordinated Debentures due
2003, 9% Senior Subordinated Debentures due 2006 and
9 3/4% Senior Subordinated
Debentures due 2008;
(13) My opinions rendered in connection with the public
offerings by the Company of its 9-3/4% Senior
Subordinated Debentures due 2003, 9% Senior
Subordinated Debentures due 2006, 9 3/4% Senior
Subordinated Debentures due 2008 and 2,474,900 shares
of the Common Stock in August 1995; and
(14) Such other certificates and assurances from public
officials and officers and representatives of the
Company that I considered necessary or appropriate
for the purpose of rendering this opinion, copies of
which have been delivered to you.
Based on the foregoing and in reliance thereon, and subject to
the assumptions, qualifications and limitations set forth herein, I am of the
opinion that:
(i) Each of the Material Subsidiaries (except DW Texas
L.P.) is a corporation organized, validly existing
and in good standing under the laws of Arizona, and
DW Texas L.P. is a limited partnership organized and
validly existing under the laws of
B-4
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 5
Arizona. Each Material Subsidiary has the corporate
or partnership (as to DW Texas L.P.) power to own
its properties and conduct its business, in each case
as described in the Prospectus/Prospectus
Supplement;
(ii) The 2,500,000 shares and 375,000 shares of the
Company's common stock issued on June 25 and July 25,
1991, respectively, in a registered public offering,
the approximately 1.1 million shares of the Company's
common stock publicly issued in August and September
1987 in an exchange offer for then outstanding notes,
the 333,333 shares of common stock of the Company
issued on September 25, 1983, upon exercise of
warrants, in a registered public offering and the
approximately 3.2 million shares of common stock of
the Company issued in connection with the
underwritten call in May and June 1992 of the
Company's 10-3/8% Convertible Subordinated
Debentures (none of which, I am informed, are now
outstanding) were all duly and validly authorized,
fully paid, non-assessable and not issued in
violation of any preemptive rights provided by
Arizona law or the Articles of Incorporation or
Bylaws of the Company as then in effect (the Company
was incorporated in Arizona at the time of each of
these issuances of common stock);
(iii) To my knowledge and except for a 1989 lawsuit
challenging the issuance of the Company's 10-3/8%
Convertible Subordinated Debentures and the shares
issuable upon conversion thereof, which lawsuit was
dismissed without any payment by the Company to the
plaintiffs or their counsel, no shares of common
stock of the Company issued and outstanding as of the
date hereof have been or are the subject of any claim
or threatened claim that they were not duly
authorized, validly issued and non-assessable. Though
it is unclear precisely which statute of limitations
in Arizona law would govern any such claim, for
issuances when the Company was an Arizona
corporation, the limitation period by which any such
claim must be made is the later of six years from the
date of any
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<PAGE> 43
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 6
issuance of shares or three years from the date any
claimant knew or should have known that the
applicable shares were not authorized, validly issued
and non-assessable;
(iv) The Underwriting Agreement and the Indenture have
been duly authorized, executed and delivered by the
Company;
(v) To my knowledge, none of the Company, any of the
Material Subsidiaries or Del E. Webb Development Co.,
L.P., a Delaware limited partnership ("DEVCO"), is
in breach of or in default under (nor has any event
occurred which with notice, lapse of time or both
would constitute a breach of or default under): (A)
any indenture, mortgage, deed of trust, bank loan or
credit agreement or other written agreement or
instrument which was filed, or incorporated by
reference, as an exhibit to the Company's Annual
Report on Form 10-K for its fiscal year ended June
30, 1997 filed with the Commission or which is
referred to in the Prospectus/Prospectus Supplement;
(B) the Company's 9-3/4% Senior Subordinated
Debentures due 2003; (C) the Company's 9% Senior
Subordinated Debentures due 2006; (D) the Company's 9
3/4% Senior Subordinated Debentures due 2008; (E)
the Company's Option Agreements with respect to real
property located in Lincoln, California, near Hilton
Head Island, South Carolina, and in Georgetown,
Texas, in each case which are referred to in the
Prospectus/Prospectus Supplement; or (F) any federal
or Arizona, California, Delaware, Nevada, South
Carolina, Texas, Illinois or Florida state or local
license, decree, judgment or order applicable to the
Company, any of the Material Subsidiaries or DEVCO
and known to me; in each case in subparagraphs
(A)-(F) above, where such breach or default could
have a material adverse effect on the consolidated
financial position, prospects, shareholders' equity
or results of operations of the Company and its
subsidiaries taken as a whole;
(vi) To my knowledge, there are no contracts, licenses,
agreements, leases or documents of a character which
are required
B-6
<PAGE> 44
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 7
to be filed as exhibits to the Registration Statement
or to be summarized or described in the
Prospectus/Prospectus Supplement which have not been
so filed, summarized or described;
(vii) The Debentures have been duly authorized, executed
and delivered by the Company;
(viii) No consent, approval, authorization, order or
qualification of or registration with any Arizona
state governmental or regulatory commission, board,
body, authority or agency is required for the
issuance or sale of the Debentures by the Company as
contemplated by the Underwriting Agreement, provided
that I express no opinion as to any necessary
qualification or registration, or exemption
therefrom, under Arizona state securities or Blue Sky
laws;
(ix) The execution, delivery and performance of the
Underwriting Agreement and the Indenture and the
issuance and sale of the Debentures by the Company
and the consummation of the transactions contemplated
by the Underwriting Agreement and the Indenture by
the Company will not result in any breach of or
constitute a default under (or constitute an event
which with notice, lapse of time or both would
constitute a breach of or default under): (A) any
indenture, mortgage, deed of trust, bank loan or
credit agreement or other written agreement or
instrument referred to in paragraphs (v)(A)-(E)
above, provided that no opinion is rendered as to
whether the making of a Charge of Control Offer or a
Net Worth Offer, as defined in and pursuant to
Sections 4.14 or 4.15 of the Indenture, respec-
tively, or creating a lien pursuant to the fourth
paragraph of Section 7.07 of the Indenture would
result in such a breach or default (or event which
with notice, lapse of time or both would constitute
such a breach of default); (B) any Arizona,
California, Delaware, Nevada, South Carolina, Texas,
Illinois or Florida state statute, regulation or rule
applicable to the Company, any of the Material
Subsidiaries or DEVCO (with respect to the execution,
delivery and performance of the
B-7
<PAGE> 45
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 8
Indenture and the sale of the Debentures only,
provided that no opinion is expressed as to state
securities or Blue Sky laws or the rules and
regulations under any of them or as to any mis-
statements or omissions in the Registration
Statement, Pro spectus or Prospectus/Prospectus
Supplement); or (C) any license, decree, judgment or
order applicable to the Company, any of the Material
Subsidiaries or DEVCO and known to me (with respect
to the execution, delivery and performance of the
Indenture and the sale of the Debentures only,
provided that no opinion is expressed as to state
securities or Blue Sky laws or the rules and
regulations under any of them or as to any mis-
statements or omissions in the Registration
Statement, Pro spectus or Prospectus/Prospectus
Supplement);
(x) To my knowledge, there are no actions, suits or
proceedings pending or threatened in writing against
the Company, any of the Material Subsidiaries or
DEVCO, or any of their respective properties, at law
or in equity or before or by any commission, board,
body, authority or agency, which are required to be
described in the Prospectus/Prospectus Supplement,
but are not so described; and
(xi) The Company owns, directly or indirectly, all of the
"Common Equity" (as defined in the Indenture) of each
of the Material Subsidiaries and DEVCO.
During the course of the preparation of the
Prospectus/Prospectus Supplement, I participated in conferences with
representatives of the Company, its independent accountants, you and your
counsel, at which conferences the contents of the Registration Statement,
Prospectus and Prospectus/Prospectus Supplement and related matters were
discussed. I have not independently verified the accuracy, completeness or
fairness of the statements contained in the Registration Statement, Prospectus
or Prospectus/Prospectus Supplement and the nature of my participation is such
that I am unable to assume, and do not assume, any responsibility for the
accuracy, completeness or fairness of such statements. However, based upon my
participation as described in this paragraph, I have no reason to believe and do
not believe that the Registration Statement, the Prospectus or the
Prospectus/Prospectus
B-8
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SBC Warburg Dillon Read Inc.
May 11, 1998
Page 9
Supplement (provided that I express no opinion and make no other statement as to
the financial statements, financial statement notes and financial statement
schedules and other financial and statistical data contained or incorporated by
reference therein or with respect to the T-1), as of their respective effective
or issue date and as of the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
This letter is limited to the facts and the law as they exist
on the date hereof. In addition, with respect to statements in this letter based
on my knowledge, I have advised you only as to knowledge obtained by me in
connection with matters to which I have given substantive attention as General
Counsel of the Company in the form of legal consultation and knowledge obtained
by me from consultation with attorneys in the legal department of the Company
concerning the opinions set forth above with respect to their knowledge in
connection with matters to which they have given substantive attention as
attorneys for the Company in the form of legal consultation.
B-9
<PAGE> 47
SBC Warburg Dillon Read Inc.
May 11, 1998
Page 10
This opinion is limited to Arizona law. The statements herein
as to California, Delaware, Nevada, South Carolina, Texas, Illinois and Florida
state or local statutes, regulations, rules, licenses, decrees, judgments or
orders are as to my knowledge and not an opinion with respect thereto. This
letter is furnished to you in connection with the Underwriting Agreement and the
transactions contemplated thereby, is solely for your benefit, may not be quoted
in part by you or in whole or in part by any other person and may not be relied
upon by any other person or by you in any other context, provided that this
letter may be relied upon by Gibson, Dunn & Crutcher LLP in connection with its
opinion pursuant to Section 6(a) of the Under writing Agreement and in any
opinion to the Trustee and may be attached to those opinions.
Very truly yours,
ROBERTSON C. JONES
B-10
