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EXHIBIT 5.1
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
December 11, 2000
Schuler Holdings, Inc.
828 Fort Street Mall, Fourth Floor
Honolulu, Hawaii 96814
Re: Schuler Holdings, Inc.
Registration Statement on Form S-4
File No. 33-48872
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance by Schuler Holdings, Inc., a Delaware corporation (the
"Company"), of up to 20,889,322 shares of Class A Common Stock, $.001 par value
per share ("Common Stock").
We have examined instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the shares of Common
Stock to be issued by the Company are validly authorized shares of Common Stock
and will be, when issued in accordance with the Agreement and Plan of Merger
among the Company, Schuler Homes, Inc., a Delaware corporation, and Schuler
Reorganization Sub, Inc., a Delaware corporation, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in such Registration Statement, including the Prospectus/Proxy Statement
constituting a part thereof, as originally filed or as subsequently amended or
supplemented. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder (collectively, the "1933 Act"), nor
do we thereby consider that we are "experts" within the meaning of such term as
used in the 1933 Act with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
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Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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