Xxxxx Lovells US LLP
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September 17, 2020
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Ladies and Gentlemen:
We are acting as counsel to NVR, Inc., a Virginia corporation (the “Company”), in connection with the Underwriting Agreement dated
September 15, 2020 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC (the “Underwriter”), relating to the issuance by the Company of $50,000,000 aggregate principal amount
of 3.000% Notes due 2030 (the “Notes”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-237918)
filed with the Securities and Exchange Commission on April 30, 2020 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of
Xxxxxxxxxx X-X, 00 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we
have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents
of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.
This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For purposes of this opinion letter, we have assumed
that (i) U.S. Bank Trust National Association, as successor to the Bank of New York (the “Trustee”), under the Indenture, dated as of April 14, 1998, between the Company and the Trustee (as so amended and supplemented to
the date hereof, the “Original Indenture”), filed as Exhibit 4.3 to the Company’s Form 8-K filed with the Securities
Xxxxx Lovells US LLP is a limited
liability partnership registered in the District of Columbia. “Xxxxx Lovells” is an international legal practice that includes Xxxxx Lovells US LLP and Xxxxx Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York
Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service
Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see xxx.xxxxxxxxxxxx.xxx
Board of Directors
||September 17, 2020|
and Exchange Commission on April 23, 1998, as supplemented by the Sixth Supplemental Indenture, dated May 4, 2020 (the “Sixth Supplemental Indenture”), the
Seventh Supplemental Indenture, dated September 9, 2020 (the “Seventh Supplemental Indenture”), and the Eighth Supplemental Indenture, dated September 17, 2020 (the “Eighth Supplemental Indenture” and,
together with the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Original Indenture, the “Indenture”), has all requisite power and authority under all applicable laws and governing documents to execute,
deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to the Trustee’s right to enforce the Indenture against the Company, (ii) the Trustee has
duly authorized, executed and delivered the Indenture, (iii) the Trustee is validly existing and in good standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid and binding obligation, enforceable against the
Trustee in accordance with its terms, (v) there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution and delivery of the Indenture, and the conduct of all
parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability, and (vi) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage
of trade or course of prior dealing among the parties (and no act or omission of any party), that would, in any such case, define, supplement or qualify the terms of the Indenture. We also have assumed the validity and constitutionality of each
relevant statute, rule, regulation and agency action covered by this opinion letter.
This opinion letter is based as to matters of law solely on the
applicable provisions of the following as currently in effect: (i) the Virginia Stock Corporation Act, as amended, and (ii) the laws of the state of New York (but not including any laws, statutes, ordinances, administrative decisions,
rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or
regulations may have on the opinions expressed herein).
Based upon, subject to and limited by the foregoing, we are of the opinion that the Notes have
been duly authorized on behalf of the Company and that, following (i) receipt by the Company of the consideration for the Notes specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors and the
Underwriting Agreement and (ii) the due execution, authentication, issuance and delivery of the Notes pursuant to the terms of the Indenture, the Notes will constitute valid and binding obligations of the Company.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form
8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement and speaks as of the date hereof. We assume no obligation to
advise of any changes in the foregoing subsequent to the delivery of this letter.
Board of Directors
||September 17, 2020|
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to
the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement dated September 15, 2020, which constitutes a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an
“expert” within the meaning of the Securities Act of 1933, as amended.
|Very truly yours,|
|/s/ Xxxxx Lovells US LLP|
|XXXXX LOVELLS US LLP|