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EXHIBIT 5.1
September 7, 2000
(213) 229-7000 C 87007-01390
Standard Pacific Corp.
15326 Alton Parkway
Irvine, California 92618
Re: Standard Pacific Corp.
Dear Ladies and Gentlemen:
We have acted as special counsel to Standard Pacific Corp., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
company of $125,000,000 principal amount of its 9-1/2% Senior Notes due 2010
(the "Securities") pursuant to a supplemental indenture, dated as of September
7, 2000 (the "Supplemental Indenture"), between the Company and Bank One Trust
Company, N.A., as trustee (the "Trustee"). The Securities are to be offered
pursuant to a Registration Statement on Form S-3, File No. 333-64719 (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), as supplemented by a Prospectus Supplement, filed with the
Commission on September 7, 2000. The Securities are to be publicly offered and
sold by Salomon Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, and Credit Suisse First Boston Corporation (collectively, the
"Underwriters"). The Securities will be acquired by the Underwriters pursuant to
the terms of an Underwriting Agreement (the "Underwriting Agreement"), dated
September 5, 2000 between the Company and the Underwriters.
For the purposes of the opinions set forth below, we have examined and are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the issuance and sale of the Securities. In arriving at the
following opinions, we have relied, among other things, upon our examination of
such corporate records of the Company and certificates of officers of the
Company and of public officials and such other documents as we have deemed
appropriate. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents
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of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing examination and in reliance thereon, and subject
to the assumptions stated and relying on statements of fact contained in the
documents that we have examined and subject to the completion of the proceedings
to be taken by the Company, the Trustee and the Underwriters prior to the sale
of the Securities, it is our opinion that the Securities, when executed, issued,
delivered and paid for in accordance with the terms of the Supplemental
Indenture and the Underwriting Agreement (assuming due execution and delivery of
the Supplemental Indenture and authentication of the Securities by the Trustee
and payment for the Securities by the Underwriters), will be validly issued and
binding obligations of the Company.
Our opinion is subject to (i) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium, arrangement and other laws affecting
creditor's rights, including, without limitation, the effect of statutory or
other laws regarding fraudulent conveyances, fraudulent transfers and
preferential transfers; (ii) the limitations imposed by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity); and (iii) our assumption that there exist no agreements,
understandings or negotiations among the parties to the Supplemental Indenture
or to the Underwriting Agreement that would modify the terms of either thereof
or the respective rights or obligations of the parties thereunder.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the United States of America and the laws of
the State of New York. In rendering this opinion, we assume no obligation to
revise or supplement this opinion should current laws, or the interpretations
thereof, be changed.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and we further consent to the use of our name under the caption "Legal
Matters" in the Prospectus Supplement that forms a part of the Registration
Statement. In giving these consents, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated by the Commission under
the Securities Act.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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GIBSON, DUNN & CRUTCHER LLP
RKM/JRH/GLS/AM
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