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Document Preview Opinion Letter Re: M.D.C. Holdings, Inc. 5 1/2% Senior Notes Due 2013 |
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Title: |
Opinion Letter Re: M.D.C. Holdings, Inc. 5 1/2% Senior Notes Due 2013 |
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Date: |
2003 |
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Preview shows 2KB of 7KB total |
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$31 |
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#345664 |
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DENVER
BOULDER
COLORADO SPRINGS
LONDON
MUNICH
SALT LAKE CITY
SAN FRANCISCO
December 16, 2003
M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, Colorado 80237
Re: M.D.C. Holdings, Inc. 5 1/2% Senior Notes due 2013
Ladies and Gentlemen:
We have acted as counsel to M.D.C. Holdings, Inc., a Delaware
corporation (the "Company"), in connection with (i) the Company's Registration
Statement on Form S-3 (File No. 333-107859) (as amended, the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (as amended, the "Act"), on August 11, 2003, as
amended on August 28, 2003 and September 2, 2003, and (ii) the offering and sale
by the Company of $200,000,000 aggregate principal amount of its 5 1/2% Senior
Notes due 2013 (the "Notes"), which have been fully and unconditionally
guaranteed by certain of its subsidiaries (the "Guarantors"). The Notes,
together with the guarantees issued by the Guarantors, are described herein as
the "Debt Securities."
All capitalized terms that are not defined herein shall have the
meanings assigned to them in the Registration Statement.
In connection with the Company's and the Guarantors' preparation and
filing of the Registration Statement and their offering and sale of the Debt
Securities, we have examined originals or copies of all documents, corporate
records or other writings that we consider relevant for the purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures
on all original documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as photocopies of originals. As to matters of fact not directly within our
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