SEC Comment Letter for LGI Homes, Inc. (LGIH) (CIK 0001580670) (LGIH) — Aug 12, 2015
LGI Homes, Inc. (LGIH) (CIK 0001580670)
Date: Aug. 12, 2015 · CIK: 0001580670 · Accession: 0000000000-15-041192
AI Filing Summary & Sentiment
Reasoning
Letter
August 11 , 2015 Mail Stop 4631 Via E -mail Charles Merdian Chief Financial Officer LGI Homes, Inc. 1450 Lake Robbins Drive, Suite 430 The Woodlands, T X 77380
Re: LGI Homes, Inc. Amendment No. 1 to Registration Statement on Form S -3 Filed July 30, 2015 File No. 333 -205492
Dear M r. Merdian :
We have reviewed your amendment and have the following comment .
Exhibit 5.1 – Legal Opinion
1. We note that with respect to the debt securities and guarantees, the legal opinion provided is limited to the laws of New York and Delaware, but that you also have subsidiary guarantors organized under the laws of the additional states of Texas, Arizona, F lorida, Georgia, New Mexico, South Carolina, Colorado, North Carolina, Washington, and Tennessee. Note that counsel must consider the law of the jurisdiction under which the registrant is organized in order to provide the bindin g obligation opinion. Please confirm that you will file with any prospectus supplement binding obligation opinions based on the respective state laws that each co -registrant is organized under. If these jurisdictions are outside counsel’s area of exper tise, then you may engage local counsel to provide the opinion that the registrant(s) is validly existing, has the power to create the obligation and has taken the required steps to authorize entering into the obligation under the law of the jurisdiction o f organization. Confirm as well that any relevant opinion will add LGI Homes – Tennessee, LLC to Schedule I. Please see Section II.B.1.e of Staff Legal Bulletin No. 19 for more information.
Please contact David Korvin, Staff Attorney at 202 -551-3236 or Craig Slivka, Special Counsel at 202 -551-3729 with any questions.
Charles Merdian LGI Homes, Inc. August 11 , 2015 Page 2
Sincerely,
/s/ Craig Slivka, for
Show Raw Text
August 11 , 2015
Mail Stop 4631
Via E -mail
Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, T X 77380
Re: LGI Homes, Inc.
Amendment No. 1 to Registration Statement on Form S -3
Filed July 30, 2015
File No. 333 -205492
Dear M r. Merdian :
We have reviewed your amendment and have the following comment .
Exhibit 5.1 – Legal Opinion
1. We note that with respect to the debt securities and guarantees, the legal opinion provided
is limited to the laws of New York and Delaware, but that you also have subsidiary
guarantors organized under the laws of the additional states of Texas, Arizona, F lorida,
Georgia, New Mexico, South Carolina, Colorado, North Carolina, Washington, and
Tennessee. Note that counsel must consider the law of the jurisdiction under which the
registrant is organized in order to provide the bindin g obligation opinion. Please confirm
that you will file with any prospectus supplement binding obligation opinions based on
the respective state laws that each co -registrant is organized under. If these jurisdictions
are outside counsel’s area of exper tise, then you may engage local counsel to provide the
opinion that the registrant(s) is validly existing, has the power to create the obligation and
has taken the required steps to authorize entering into the obligation under the law of the
jurisdiction o f organization. Confirm as well that any relevant opinion will add LGI
Homes – Tennessee, LLC to Schedule I. Please see Section II.B.1.e of Staff Legal
Bulletin No. 19 for more information.
Please contact David Korvin, Staff Attorney at 202 -551-3236 or Craig Slivka, Special
Counsel at 202 -551-3729 with any questions.
Charles Merdian
LGI Homes, Inc.
August 11 , 2015
Page 2
Sincerely,
/s/ Craig Slivka, for
Pamela Long
Assistant Director
Office of Manufacturing and
Construction
cc: Via E -mail
Timothy Taylor , Esq.
Baker Botts LLP