Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
May 31, 2006
Meritage Homes Corporation
17851 North 85th Street
Suite 300
Scottsdale, Arizona 85255
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Meritage Homes Corporation, a Maryland corporation (the Company), in connection with certain matters of Maryland law arising out of the registration of up to 1,201,350 shares (the Shares) of common stock, $.01 par value per share (the Common Stock), of the Company issuable under the Companys 2006 Stock Incentive Plan (the Plan), covered by the above-referenced Registration Statement (the Registration Statement) filed by the Company with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act), on or about the date hereof. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the Documents):
1. The Registration Statement;
In expressing the opinion set forth below, we have assumed the following:
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
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The foregoing opinion is limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the Commission as an exhibit to the Registration Statement, and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
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Very truly yours, |
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/s/ Venable LLP |
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