Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.12M
Business-Combination Transaction
2: EX-3.10 Ex-3.10: Articles of Incorporation of Bay Colony 2 25K
Realty Associates, Inc.
17: EX-3.100 Ex-3.100: By-Laws of Wci Homebuilding Northeast 7 46K
U.S., Inc.
18: EX-3.101 Ex-3.101: By-Laws of Wci Marketing, Inc. 7 45K
19: EX-3.102 Ex-3.102: By-Laws of Wci Towers, Inc. 7 46K
3: EX-3.28 Ex-3.28: Articles of Incorporation of Resort at 2 28K
Singer Island Properties, Inc.
4: EX-3.30 Ex-3.30: Articles of Incorporation of Perlican Bay 5 30K
Properties, Inc.
5: EX-3.46 Ex-3.46: Articles of Incorporation of Wci 3 30K
Amenities, Inc.
6: EX-3.47 Ex-3.47: Articles of Incorporation of Wci Business 3 29K
Development, Inc.
7: EX-3.48 Ex-3.48: Articles of Incorporation of Wci 3 29K
Homebuilding, Inc.
8: EX-3.49 Ex-3.49: Articles of Incorporation of Wci 3 29K
Homebuilding Northeast U.S., Inc.
9: EX-3.50 Ex-3.50: Articles of Incorporation of Wci 3 28K
Marketing, Inc.
10: EX-3.51 Ex-3.51: Articles of Incorporation of Wci Towers, 3 30K
Inc.
11: EX-3.58 Ex-3.58: By-Laws of Tiburon Golf Ventures, Inc. 12 63K
12: EX-3.79 Ex-3.79: By-Laws of Resort at Singer Island 7 44K
Properties, Inc.
13: EX-3.96 Ex-3.96: By-Laws of Wci Architecture & Land 18 74K
Planning, Inc.
14: EX-3.97 Ex-3.97: By-Laws of Wci Amenities, Inc. 7 46K
15: EX-3.98 Ex-3.98: By-Laws of Wci Business Development, Inc. 7 46K
16: EX-3.99 Ex-3.99: By-Laws of Wci Homebuilding, Inc. 7 45K
20: EX-5.1 Ex-5.1: Opinion of Simpson Thacher & Bartlett LLP 6 34K
21: EX-5.2 Ex-5.2: Opinion of James D. Cullen 5 33K
22: EX-10.10 Ex-10.10: Retirement Agreement 3 32K
23: EX-10.11 Ex-10.11: Consulting Agreement 6 42K
24: EX-12.1 Ex-12.1: Statement Re: Computation of Ratios 1 25K
25: EX-21.1 Ex-21.1: Subsidiaries 4 32K
26: EX-23.2 Ex-23.2: Consent of Pricewaterhousecoopers LLP 1 24K
27: EX-25.1 Ex-25.1: Form T-1 18 65K
28: EX-99.1 Ex-99.1: Form of Letter of Transmittal HTML 98K
29: EX-99.2 Ex-99.2: Notice of Guaranteed Delivery HTML 34K
Exhibit 5.2
May 11, 2005
WCI Communities, Inc.
24301 Walden Center Drive
Bonita Springs, Florida 34134
Ladies and Gentlemen:
I have acted as counsel to WCI Communities, Inc., a Delaware corporation
(the "Company"), and the subsidiaries of the Company named in Schedule I
attached hereto (the "Delaware Guarantors") and Schedule II attached hereto (the
"Non-Delaware Guarantors") (the Delaware Guarantors and the Non-Delaware
Guarantors are collectively referred to herein as the "Guarantors"), in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company and the Guarantors 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 $200,000,000
aggregate principal amount of 6-5/8% Senior Subordinated Notes due 2015 (the
"Exchange Securities") and the issuance by the Guarantors of guarantees (the
"Guarantees") with respect to the Exchange Securities. The Exchange Securities
and the Guarantees will be issued under an indenture dated as of March 10, 2005
(the "Indenture") among the Company, the Guarantors and The Bank of New York
Trust Company, N.A. (the "Trustee"). The Exchange Securities will be offered by
the Company in exchange for $200,000,000 aggregate principal amount of its
outstanding 6-5/8% Senior Subordinated Notes due 2015 (the "Securities").
I have examined the Registration Statement, the Indenture, which has been
filed with the Commission as an exhibit to the Registration Statement, the Notes
and the Guarantees, forms of which have been filed as exhibits to the
Registration Statement. I 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 I have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, I have relied upon
certificates of public officials and of officers and representatives of the
Company and the Guarantors.
In rendering the opinions set forth below, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. I have also
assumed that the Indenture is the valid and legally binding obligation of the
Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, I am of the opinion that, the Guarantees have
been duly authorized, executed and
issued by the Non-Delaware Guarantors and, assuming due authentication of the
Notes by the Trustee, constitute valid and legally binding obligations of each
of the Non-Delaware Guarantors enforceable in accordance with their terms.
My opinion above is subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law) and (iii) an
implied covenant of good faith and fair dealing.
I am a member of the Bar of the State of Florida and I do not express any
opinion herein concerning any law other than the law of the State of Florida.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the
Registration Statement.
Very truly yours,
/s/ James D. Cullen
James D. Cullen
Vice President and
Associate General Counsel
SCHEDULE I
DELAWARE GUARANTORS
Bay Colony - Gateway, Inc.
Communities Finance Company, LLC
First Fidelity Title, Inc.
Pelican Landing Golf Resort Ventures, Inc.
Sun City Center Golf Properties, Inc.
Tiburon Golf Ventures, Inc.
Watermark Realty, Inc.
SCHEDULE II
NON-DELAWARE GUARANTORS
Bay Colony of Naples, Inc.
Bay Colony Realty Associates, Inc.
Communities Amenities, Inc.
Communities Home Builders, Inc.
Community Specialized Services, Inc.
Coral Ridge Communities, Inc.
Coral Ridge Properties, Inc.
Coral Ridge Realty, Inc.
Coral Ridge Realty Sales, Inc.
Financial Resources Group, Inc.
Florida Design Communities, Inc.
Florida Lifestyle Management Company
Florida National Properties, Inc.
Gateway Communities, Inc.
Gateway Communications Services, Inc.
Gateway Realty Sales, Inc.
Heron Bay, Inc.
Heron Bay Golf Course Properties, Inc.
JYC Holdings, Inc.
Livingston Road, Inc.
Marbella at Pelican Bay, Inc.
Pelican Bay Properties, Inc.
Pelican Landing Communities, Inc.
Pelican Landing Properties, Inc.
Pelican Marsh Properties, Inc.
Sarasota Tower, Inc.
Sun City Center Realty, Inc.
The Colony at Pelican Landing Golf Club, Inc.
Tarpon Cove Yacht & Racquet Club, Inc.
Tarpon Cove Realty, Inc.
Watermark Realty Referral, Inc.
WCI Architecture & Land Planning, Inc.
WCI Amenities, Inc.
WCI Business Development, Inc.
WCI Capital Corporation
WCI Communities Property Management, Inc.
WCI Golf Group, Inc.
WCI Homes, Inc.
WCI Homebuilding, Inc.
WCI Homebuilding Northeast U.S., Inc.
WCI Marketing, Inc.
WCI Towers, Inc.
WCI Realty, Inc.
Dates Referenced Herein and Documents Incorporated by Reference
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