$500,000,000 Aggregate Principal Amount of 5.650% Senior Notes due 2035

Registration Statement on Form S-3 (File No. 333-279002)

The opinions expressed above are subject to and may be limited by (a) applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors’ rights generally; (b) general equitable principles and rules of law governing specific performance, estoppel, waiver, injunctive relief, and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and the discretion of any court before which a proceeding may be brought; (c) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (d) the limitation in certain circumstances of provisions imposing liquidated damages, usury limitations or increases in interest rates upon delinquency in payment or the occurrence of a default; and (e) a court determination that any fees payable pursuant to a provision requiring the payment of attorneys’ fees is reasonable.

The enforceability of the Notes and Guarantees may also be subject to the effects of (a) an implied covenant of good faith, reasonableness and fair dealing and concepts of materiality, (b) applicable laws and interpretations which may affect the validity and enforceability of certain waivers, procedures, remedies and other provisions of the Notes and Guarantees, which limitations, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to be provided thereby (subject to the other qualifications expressed herein and except for the economic consequences of any judicial, administrative or other procedural delay that may result from such laws or interpretations), and (c) limitations on the enforceability of rights to indemnification under securities laws or regulations or to the extent any indemnification would violate public policy.

We express no opinion with respect to the validity and enforceability of indemnification or contribution provisions to the extent they purport to provide indemnity against (or contribution in respect of) any violation by the indemnified party of any state or federal securities laws or regulations, or against the gross negligence, willful misconduct, or illegal acts of the indemnified party, or release such party from the consequences thereof, or with respect to provisions purporting to waive access to legal or equitable remedies or defenses (including proper jurisdiction, venue and forum non conveniens). Further, we express no opinion with respect to the validity or enforceability of any provisions to the extent that they purport to grant any power of attorney.

In rendering the opinion in paragraph 1, we have relied upon the opinions of Venable LLP, which are being filed with the Commission as an exhibit to the Form 8-K (as defined below), to the extent such opinions relate to the Company, and our opinions are subject to the qualifications and limitations therein.

We have assumed: (a) the genuineness of the signatures and the authenticity of documents submitted to us as originals, and the conformity to originals of all documents submitted to us as certified or photostatic copies; (b) that such documents accurately describe the mutual understanding of the parties as to all matters contained therein and that no other agreements or undertakings exist between the parties that would affect the Notes and Guarantees relating to the transactions contemplated by such documents and agreements; (c) the due authorization, execution, and delivery of the documents discussed herein by all parties thereto except the Company and Guarantors, that such documents will be valid and binding upon, and enforceable in accordance with their terms against, all parties thereto except the Company and Guarantors, and that the execution, delivery, and performance of such documents by parties other than the Company and Guarantors will not violate any provision of any charter document, law, rule, regulation, judgment, order, decree, agreement or other document binding upon or applicable to such other parties or their respective assets; (d) the accuracy, completeness, and genuineness of all representations and certifications made to or obtained by us, including those of public officials; (e) the accuracy and completeness of records of the Company and Guarantors; and (f) that no fraud or dishonesty exists with respect to any matters relevant to our opinions.

For purposes of any statement made in any of the opinions above that is qualified by the phrase “to our knowledge,” “known by us,” or any similar phrase, such qualification means that such statement is based on the actual present knowledge of those attorneys of Snell & Wilmer L.L.P. who are actively involved in the representation of the Company and does not imply a duty of the part of such lawyers to investigate any facts relating thereto.

The opinions herein are limited solely to the laws of the States of Arizona, Delaware, Florida, New York and Texas.

We have assumed that the result of the application of New York law as specified in the Notes and Guarantees, if applied, will not be contrary to a fundamental policy of the law of any other state with which the parties to the Notes and Guarantees may have material or relevant contact in connection with the actions contemplated by the Notes and Guarantees and as to which there is a materially greater interest in determining an issue of choice of law.

This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Without limiting the foregoing, the opinions expressed in this letter are based upon the law and facts as we understand them in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise, or should any facts or other matters upon which we have relied be changed.

Either the Notes and Guarantees have been made, executed and delivered outside the State of Florida or the Company has filed or will timely file a Florida documentary stamp tax return and has paid or will timely pay the applicable Florida documentary stamp tax.

Subsidiary

Jurisdiction of

Incorporation or

Formation

1.  Meritage Paseo Crossing, LLC

2.  Meritage Paseo Construction, LLC

3.  Meritage Homes of Arizona, Inc.

4.  Meritage Homes Construction, Inc.

5.  Meritage Homes of Texas Holding, Inc.

6.  Meritage Homes of California, Inc.

7.  Meritage Homes of Texas Joint Venture Holding Company, LLC

8.  Meritage Holdings, L.L.C.

9.  Meritage Homes of Nevada, Inc.

10.  MTH-Cavalier, LLC

11.  MTH Golf, LLC

12.  Meritage Homes of Colorado, Inc.

13.  Meritage Homes of Florida, Inc.

14.  California Urban Homes, LLC

15.  Meritage Homes of Texas, LLC

16.  Meritage Homes Operating Company, LLC

17.  WW Project Seller, LLC

18.  Meritage Homes of the Carolinas, Inc.

19.  Carefree Title Agency, Inc.

20.  M&M Fort Myers Holdings, LLC

21.  Meritage Homes of Florida Realty LLC

22.  Meritage Homes of Tennessee, Inc.

23.  Meritage Homes of South Carolina, Inc.

24.  MTH Realty LLC

25.  Meritage Homes of Georgia, Inc.

26.  MTH GA Realty LLC

27.  MTH SC Realty LLC

28.  MTH Financial Holdings, Inc.

29.  MLC Holdings, Inc. dba MLC Land Holdings, Inc.

30.  Meritage Homes of Georgia Realty, LLC

31.  Meritage Services Company, Inc.

32.  Meritage Homes of Utah, Inc.

Subsidiary

Jurisdiction of

Incorporation or

Formation

33.  Meritage Homes Insurance Agency, Inc.

34.  Meritage Homes of Alabama, Inc.

35.  Meritage Homes of Mississippi, Inc.