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EXHIBIT 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
January 5, 2001
(310) 552-8500 C 87007-01392
Standard Pacific Corp.
15326 Alton Parkway
Irvine, CA 92618
Re: Standard Pacific Corp.
Registration Statement on Form S-3 (File No. 333-52732)
Ladies and Gentlemen:
As counsel for Standard Pacific Corp., a Delaware corporation (the
"Company"), we are familiar with the Company's registration statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), on December 26, 2000, as amended, with respect to the offering and sale
from time to time by the Company and certain selling security holders named in
the Registration Statement (the "Selling Security Holders") of up to
$425,000,000 aggregate offering price of the following: (i) one or more series
of the Company's debt securities (the "Debt Securities"), which may be senior
debt securities, senior subordinated debt securities or subordinated debt
securities, and which may include guarantees of the Debt Securities (the
"Guarantees") by the direct and indirect subsidiaries of the Company indicated
in the Registration Statement (the "Guarantors"), (ii) shares of the Company's
preferred stock, par value $.01 per share (the "Preferred Stock"), (iii) shares
of the Company's common stock, par value $.01 per share (the "Common Stock"),
including the offering and sale from time to time by the Selling Security
Holders of up to 1,500,000 shares of the Common Stock, and/or (iv) warrants to
purchase Debt Securities, Preferred Stock or Common Stock (the "Warrants"). The
Debt Securities, Preferred Stock, Common Stock, Warrants and Guarantees are
herein collectively referred to as the "Securities." All capitalized terms
which are not defined herein shall have the meanings assigned to them in the
Registration Statement.
We are familiar with the corporate action taken and proposed to be taken by
the Company in connection with the authorization, issuance and sale of the
Securities. For the purpose of rendering this opinion, we have made such
factual and legal examinations as we deemed necessary under the circumstances,
and in that connection we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have made such
inquiries as we have deemed appropriate for the purpose of rendering this
opinion.
In connection with our examination of such documents, 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.
On the basis of, and in reliance on, the foregoing examination and subject
to the assumptions, exceptions, qualifications and limitations contained herein
and subject to completion of the corporate action proposed to be taken by the
Company referred to above (including without limitation the due reservation of
the Common Stock and Preferred Stock for issuance, the due authorization,
approval and filing of the Certificate of Designations (as defined below), the
due authorization of the Indenture (as defined below) and the due establishment
of the specific terms of the Debt Securities to be issued thereunder in
accordance with the terms of the Indenture, the due authorization of the
Warrant Agreement (as defined below), and the due establishment of the specific
terms of the Guarantees in accordance with the terms of the Indenture), and the
due execution
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Standard Pacific Corp.
January 5, 2001
Page 2
and delivery of the Indenture(s) pursuant to which the Debt Securities will be
issued (together, the "Indenture"), the Warrant Agreement relating to the
Warrants (the "Warrant Agreement") and the Guarantees each in materially the
form filed or to be filed as an Exhibit to the Registration Statement (by
amendment, by incorporation by reference or by Current Reports on Form 8-K), we
are of the opinion that:
1. When the Debt Securities, in substantially the form contained in (as
appropriate) the Senior Debt Securities Indenture, the form of Senior
Subordinated Debt Securities Indenture or the form of Subordinated Debt
Securities Indenture, shall have been authorized, executed, authenticated
and delivered in accordance with the terms of the applicable Indenture, the
Debt Securities will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
2. With respect to the Common Stock to be offered by the Company,
assuming the consideration offered in exchange for the shares is valid
consideration under state law, when the Company receives consideration per
share for the Common Stock in such an amount (not less than the par value
per share) as has been or may be determined by the Board of Directors of
the Company, such Common Stock will be validly issued, fully paid and non-
assessable.
3. With respect to the Common Stock to be offered by the Selling
Security Holders, such Common Stock is validly issued, fully paid and
nonassessable.
4. With respect to the Preferred Stock, assuming the consideration
offered in exchange for the shares is valid consideration under state law,
when issued pursuant to the Certificate of Designations pursuant to Section
151 of the Delaware General Corporation Law in materially the form filed or
to be filed as an Exhibit to the Registration Statement (the "Certificate
of Designations") and when the Company receives consideration per share for
the Preferred Stock in such an amount (not less than the par value per
share) as has been or may be determined by the Board of Directors of the
Company, the Preferred Stock will be validly issued, fully paid and non-
assessable.
5. With respect to the Warrants, when the Warrants or certificates
representing the Warrants have been duly executed, countersigned,
registered, delivered and authenticated in accordance with the terms
authorized by the Company and the applicable Warrant Agreement, upon
payment of the consideration in such an amount as has been or may be
determined by the Board of Directors of the Company, the Warrants will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
6. When the Guarantees, and related Debt Securities in substantially the
form contained in the applicable Indenture, shall have been authorized,
executed and authenticated in accordance with the terms of the applicable
Indenture, upon payment of the consideration in such an amount as has been
or may be determined by the Board of Directors of the Guarantors, the
Guarantees will be valid and binding obligations of the Guarantors.
The opinions set forth herein are subject to the following further
assumptions, qualifications, limitations and exceptions being true and correct
at or prior to the time of the delivery of any Security:
(a) the Board of Directors of the Company or the Guarantor, as
applicable, shall have duly established the terms of such Security and duly
authorized and taken any other necessary corporate action to approve the
issuance and sale of such Security in conformity with its Certificate of
Incorporation, as amended, and its bylaws, as amended, through such time,
and such authorization shall remain in effect and unchanged at all times
during which the Securities are offered and shall not have been modified or
rescinded;
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Standard Pacific Corp.
January 5, 2001
Page 3
(b) the Registration Statement, and any amendments thereto (including
post-effective amendments) and any additional registration statement filed
under Rule 462 will have been declared effective under the Act and such
effectiveness shall not have been terminated or rescinded;
(c) a prospectus supplement (a "Prospectus Supplement") will be prepared
and duly filed with the Commission describing the Securities offered
thereby;
(d) all Securities will be issued and sold in compliance with applicable
federal and state securities laws and solely in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement and there
will not have occurred any change in law affecting the validity or
enforceability of such Securities;
(e) with respect to Debt Securities, the applicable trustee shall have
been qualified under the Trust Indenture Act of 1939, as amended, and a
Form T-1 shall have been properly filed as an exhibit to the Registration
Statement;
(f) in the case of an Indenture or other agreement pursuant to which any
Securities are to be issued, there shall be no terms or provisions
contained therein which would have the effect, under applicable law, of
vitiating the validity and binding nature of such instrument; and
(g) in the case of an underwritten offering, the applicable underwriting
agreement shall have been duly authorized and the Securities so offered
shall have been issued and sold in accordance with the terms and conditions
of the applicable underwriting agreement.
We express no opinion (i) regarding the effectiveness of any waiver in
respect of the Securities of any rights of any party, or duties owing to it, as
a matter of law, or that is broadly stated or does not describe the right or
duty purportedly waived with reasonable specificity; or (ii) the effect on the
enforceability of the Guarantees against any Guarantor of any facts or
circumstances that would constitute a defense to the obligation of a surety,
unless such defense has been waived effectively by such Guarantor, and we also
express no opinion as to the effectiveness of any waiver of any such defense by
any Guarantor.
Our opinions set forth above are subject to the effect of (a) 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)
principles of equity (regardless of whether enforcement is considered in
proceedings of law or in equity) that may limit the enforceability of any of
the remedies, covenants or other provisions of the Securities, the Indenture,
the Warrant Agreement, or the Certificate of Designations or the availability
of injunctive relief or other equitable remedies or 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
Securities, the Indenture, the Warrant Agreement, or the Certificate of
Designations regarding the remedies available to any person (1) to take 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 Securities, the Indenture, the Warrant Agreement, or the Certificate
of Designations or (2) for violations or breaches that are determined by a
court to be non-material or without substantially adverse effect upon the
ability of the Company to perform its material obligations under the
Securities, the Indenture, the Warrant Agreement, or the Certificate of
Designations; or (b) the provisions of the Debt Securities or the Indenture
that may provide for interest on interest or penalty interest.
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Standard Pacific Corp.
January 5, 2001
Page 4
This opinion is limited to the present corporate laws of the State of
Delaware, the present laws of the State of New York and the present federal
laws of the United States and to the present judicial interpretations thereof
and to the facts as they presently exist. We express no opinion as to matters
involving the laws of any jurisdiction other than the States of New York and
Delaware and the United States, or with respect to Delaware, any other laws. We
are not admitted to practice law in the State of Delaware, but we are generally
familiar with the Delaware General Corporation Law as presently in effect and
have made such inquiries as we considered necessary to render our opinion. We
undertake no obligation to advise you as a result of developments occurring
after the date hereof or as a result of facts or circumstances brought to our
attention after the date hereof.
You have informed us that you intend to issue Securities from time to time
on a delayed or continuous basis, and this opinion is limited to the laws
referred to above as in effect on the date hereof. We understand that prior to
issuing any Securities (i) you will advise us in writing of the terms thereof
and (ii) you will afford us an opportunity to (x) review the operative
documents pursuant to which such Securities are to be issued (including the
applicable Prospectus Supplement) and (y) file such supplement or amendment to
this opinion (if any) as we may reasonably consider necessary or appropriate.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
RKM/GLS/MAH/TCS
