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Exhibit 5.1
LETTERHEAD OF CLIFFORD CHANCE ROGERS & WELLS LLP
July 28, 2000
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
Dear Sirs:
We have acted as counsel to Lennar Corporation ("Lennar") in connection
with a registration statement under the Securities Act of 1933, as amended (the
"Registration Statement") relating to possible offerings from time to time by
Lennar of (i) its common stock, par value $.10 per share ("Common Stock"), (ii)
its preferred stock, par value $10 per share ("Preferred Stock"), (iii) its
depositary shares representing shares of Preferred Stock ("Depositary Shares"),
(iv) its debt securities (which may be issued in one or more series) to be
issued under an Indenture (the "Indenture") dated as of December 31, 1997
between Lennar and Bank One Trust Company, N.A. (as successor in interest
to The First National Bank of Chicago) and supplemental indentures executed as
contemplated by the Indenture ("Debt Securities") and (v) warrants entitling the
holders to purchase Common Stock, Preferred Stock, Depositary Shares or Debt
Securities ("Warrants") (collectively, the Common Stock, Preferred Stock,
Depositary Shares, Debt Securities and Warrants are the "Securities") at initial
offering prices which will not exceed in total $500,000,000.
Based on the foregoing, and such other examination of law and fact as
we have deemed necessary, we are of the opinion that:
1. When the Board of Directors of Lennar authorizes the issuance of
authorized but unissued Common Stock and in accordance with that authorization
that Common Stock (i) is sold for at least its par value as contemplated in the
Registration Statement, or (ii) is issued on exercise of a right to convert Debt
Securities or Preferred Stock, or on exercise of Warrants, which are sold for
more than the par value of the Common Stock (including any amount paid at the
time of conversion or exercise) as contemplated in the Registration Statement,
the Common Stock will be legally issued, fully paid and non-assessable.
2. When the Board of Directors of Lennar authorizes the creation and
sale of one or more series of Preferred Stock in accordance with the provisions
of Lennar's Certificate of Incorporation relating to the issuance of Preferred
Stock and in accordance with that authorization that Preferred Stock is (i) sold
for at least its par value as contemplated in the Registration Statement or (ii)
issued on conversion of Debt Securities or other series of Preferred Stock, or
on exercise of Warrants, which are sold for more than the par value of the
Preferred Stock (including any amount paid at the time of conversion or
exercise) as contemplated in the Registration Statement, that Preferred Stock
will be legally issued, fully paid and non-assessable.
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Lennar Corporation July 28, 2000
3. When the Board of Directors of Lennar authorizes the creation and
sale of Depositary Shares representing interests in shares of particular series
of Preferred Stock and in accordance with that authorization those Depositary
Shares are (i) sold for at least the par value of the Preferred Stock as
contemplated in the Registration Statement or (ii) issued on conversion of Debt
Securities or other series of Preferred Stock, or exercise of Warrants, which
are sold for more than the par value of the Preferred Stock (including any
amount paid at the time of conversion or exercise) as contemplated by the
Registration Statement, those Depositary Shares will be legally issued, fully
paid and non-assessable.
4. When the Board of Directors of Lennar authorizes the creation of one
or more series of Debt Securities and in accordance with that authorization and
with the Indenture, those Debt Securities are (i) sold as contemplated in the
Registration Statement or (ii) sold upon exercise of Warrants which are issued
as contemplated in the Registration Statement, and the interest on those Debt
Securities is set at a rate which does not violate applicable law, those Debt
Securities will constitute valid and legally binding obligations of Lennar.
5. When the Board of Directors of Lennar or the similar governing
bodies of one or more of the Guarantors authorize the creation of Guarantees of
Debt Securities and in accordance with that authority and with the Indenture,
those Guarantees are included with Debt Securities (i) as contemplated in the
Registration Statement or (ii) upon exercise of Warrants which are issued as
contemplated in the Registration Statement, those Guarantees will constitute
valid and legally binding obligations of Lennar or the applicable guarantor, as
the case may be.
6. When the Board of Directors of Lennar authorizes the issuance of
Warrants which provide for the issuance of Securities upon payment of
consideration equal at least to the par value of the Securities being issued, if
applicable, and which do not contain provisions which violate applicable law,
and in accordance with that authorization those Warrants are issued as
contemplated in the Registration Statement, those Warrants will constitute valid
and legally binding obligations of Lennar.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
