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EXHIBIT 5.1
[SIMPSON THACHER & BARTLETT LETTERHEAD]
December 18, 2000
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
Ladies and Gentlemen:
We have acted as counsel to Hovnanian Enterprises, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), relating to the issuance by the Company of
up to 7,298,094 shares of Class A Common Stock, $.01 par value per share (the
"Shares"), in the merger of Washington Homes, Inc., a Maryland corporation
("Washington Homes"), with and into WHI Holding Co., Inc., a Delaware
Corporation and a wholly-owned subsidiary of the Company ("Merger Sub"),
pursuant to the Agreement and Plan of Merger dated as of August 28, 2000 among
the Company, Merger Sub and Washington Homes (the "Merger Agreement"), in
exchange for shares of Common Stock, par value $.01 per share, of Washington
Homes.
We have examined the Registration Statement and the Merger
Agreement. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the
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conformity to original documents of all documents submitted to us as
duplicates or certified or conformed copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that (1) when the issuance
of the Shares has been authorized by the stockholders of the Company and (2)
when the Shares have been issued and distributed pursuant to the terms and
conditions of the Merger Agreement, the Shares will be validly issued, fully
paid and nonassessable.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Proxy Statement/Prospectus included in the
Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
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SIMPSON THACHER & BARTLETT
