SEC Filing | Beazer Homes USA, Inc.

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As Filed with the Securities and Exchange Commission on September 12, 2005

Registration No. 333-127165

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BEAZER HOMES USA, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		58-2086934 (I.R.S. Employer Identification Number)
1000 Abernathy Road, Suite 1200 Atlanta, GA 30328 (770) 829-3700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
JAMES O'LEARY Executive Vice President and Chief Financial Officer 1000 Abernathy Road, Suite 1200 Atlanta, GA 30328 (770) 829-3700 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)		*Copies to:* ELIZABETH H. NOE, ESQ. Paul, Hastings, Janofsky & Walker LLP 600 Peachtree Street, N.E., Suite 2400 Atlanta, GA 30308 (404) 815-2400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date, as the Commission, acting pursuant to said Section 8(a), may determine.

This Amendment No. 1 to the Registration Statement on Form S-4 initially filed on August 3, 2005 is being filed solely for the purpose of updating the legal opinions contained in Exhibits 5.1 through 5.9 of the initial filing.

BEAZER HOMES USA, INC.

TABLE OF ADDITIONAL REGISTRANTS

Name	State of Incorporation/ Formation	Primary Standard Industrial Classification Code Number	IRS Employer Identification No.
Beazer Homes Corp.	TN	1531	62-0880780
Beazer/Squires Realty, Inc.	NC	1531	56-1807308
Beazer Homes Sales, Inc.	DE	1531	86-0728694
Beazer Realty Corp.	GA	1531	58-1200012
Beazer Mortgage Corporation	DE	1531	58-2203537
Beazer Homes Holdings Corp.	DE	1531	58-2222637
Beazer Homes Texas Holdings, Inc.	DE	1531	58-2222643
Beazer Homes Texas, L.P.	DE	1531	76-0496353
April Corporation	CO	1531	84-1112772
Beazer SPE, LLC	GA	1531	not applied for(1)
Beazer Homes Investments, LLC.	DE	1531	04-3617414
Beazer Realty, Inc.	NJ	1531	22-3620212
Beazer Clarksburg, LLC	MD	1531	not applied for(1)
Homebuilders Title Services of Virginia, Inc.	VA	1531	54-1969702
Homebuilders Title Services, Inc.	DE	1531	58-2440984
Texas Lone Star Title, L.P.	TX	1531	58-2506293
Beazer Allied Companies Holdings, Inc.	DE	1531	54-2137836
Beazer Homes Indiana, LLP	IN	1531	35-1901790
Beazer Realty Services, LLC	DE	1531	35-1679596
Paragon Title, LLC	IN	1531	35-2111763
Trinity Homes LLC	IN	1531	35-2027321
Beazer Commercial Holdings, LLC	DE	1531	not applied for(1)
Beazer General Services, Inc.	DE	1531	20-1887139
Beazer Homes Indiana Holdings Corp.	DE	1531	03-3617414
Beazer Realty Los Angeles, Inc.	DE	1531	20-2495958
Beazer Realty Sacramento, Inc.	DE	1531	20-2495906
BH Building Products, LP	DE	1531	20-2498366
BH Procurement Services, LLC	DE	1531	20-2498277

The address, including zip code and telephone number, including area code, of the principal offices of the additional registrants listed above is: 1000 Abernathy Road, Suite 1200, Atlanta, GA 30328 and the telephone number at that address is (770) 829-3700.

(1): Does not have any employees.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 12th day of September, 2005.

		BEAZER HOMES USA, INC.
		By:	/s/ IAN J. MCCARTHY Ian J. McCarthy President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

* Brian C. Beazer	Director and Non-Executive Chairman of the Board	September 12, 2005
* Ian J. McCarthy	Director, President and Chief Executive Officer (Principal Executive Officer)	September 12, 2005
* Laurent Alpert	Director	September 12, 2005
* Katie J. Bayne	Director	September 12, 2005
* Maureen E. O'Connell	Director	September 12, 2005
* Larry T. Solari	Director	September 12, 2005
* Stephen P. Zelnak, Jr.	Director	September 12, 2005

/s/ JAMES O'LEARY James O'Leary		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		September 12, 2005
* Michael T. Rand		Senior Vice President, Corporate Controller (Principal Accounting Officer)		September 12, 2005

*By:

/s/ JAMES O'LEARY

James O'Leary
Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, each of the following Registrants has duly caused this Amendment No. 1 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 12th day of September, 2005.

		BEAZER HOMES CORP.
		BEAZER/SQUIRES REALTY, INC.
		BEAZER HOMES SALES, INC.
		BEAZER REALTY CORP.
		BEAZER MORTGAGE CORPORATION
		BEAZER HOMES HOLDINGS CORP.
		BEAZER HOMES TEXAS HOLDINGS, INC.
		BEAZER HOMES TEXAS, L.P.
		APRIL CORPORATION
		BEAZER SPE, LLC
		BEAZER HOMES INVESTMENT, LLC
		BEAZER REALTY, INC.
		BEAZER CLARKSBURG, LLC
		TEXAS LONE STAR TITLE, L.P.
		BEAZER ALLIED COMPANIES HOLDINGS, INC.
		BEAZER HOMES INDIANA, LLP
		BEAZER REALTY SERVICES, LLC
		PARAGON TITLE, LLC
		TRINITY HOMES LLC
		BEAZER COMMERCIAL HOLDINGS, LLC
		BEAZER GENERAL SERVICES, INC.
		BEAZER HOMES INDIANA HOLDINGS CORP.
		BEAZER REALTY LOS ANGELES, INC.
		BEAZER REALTY SACRAMENTO, INC.
		BH BUILDING PRODUCTS, LP
		BH PROCUREMENT SERVICES, LLC
		By:	/s/ IAN J. MCCARTHY Ian J. McCarthy President (CEO of Beazer Mortgage Corporation)

Signature	Title	Date

* Brian C. Beazer	Director	September 12, 2005
* Ian J. McCarthy	Director and President (CEO of Beazer Mortgage Corporation) (Principal Executive Officer)	September 12, 2005
/s/ JAMES O'LEARY James O'Leary	Executive Vice President (Principal Financial Officer)	September 12, 2005
* Michael T. Rand	Corporate Controller (Principal Accounting Officer)	September 12, 2005

*By:

/s/ JAMES O'LEARY

James O'Leary
Attorney-in-Fact

		HOMEBUILDERS TITLE SERVICES, INC.
		By:	/s/ IAN J. MCCARTHY Ian J. McCarthy Chief Executive Officer

Signature	Title	Date

* Brian C. Beazer	Director	September 12, 2005
* Ian J. McCarthy	Director and Chief Executive Officer (Principal Executive Officer)	September 12, 2005
Cory Boydston	President and Treasurer
/s/ JAMES O'LEARY James O'Leary	Executive Vice President (Principal Financial Officer)	September 12, 2005
* Michael T. Rand	Corporate Controller (Principal Accounting Officer)	September 12, 2005

*By:

/s/ JAMES O'LEARY

James O'Leary
Attorney-in-Fact

		HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.
		By:	/S/ IAN J. MCCARTHY Ian J. McCarthy Chief Executive Officer

Signature	Title	Date

* Brian C. Beazer	Director	September 12, 2005
* Ian J. McCarthy	Director	September 12, 2005
* Michael Furlow	Executive Vice President (Principal Executive Officer)	September 12, 2005
/s/ JAMES O'LEARY James O'Leary	Executive Vice President (Principal Financial Officer)	September 12, 2005
* Michael T. Rand	Corporate Controller (Principal Accounting Officer)	September 12, 2005

*By:

/s/ JAMES O'LEARY

James O'Leary
Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number		Title
3.1(a)		Amended and Restated Certificate of Incorporation of Beazer Homes USA, Inc.(6)
3.1(b)		Articles of Incorporation of April Corporation(11)
3.1(c)		Certificate of Incorporation of Beazer Allied Companies Holdings, Inc.(11)
3.1(d)		Articles of Organization of Beazer Clarksburg, LLC(11)
3.1(e)		Charter of Beazer Homes Corp.(11)
3.1(f)		Certificate of Incorporation of Beazer Homes Holdings Corp.(11)
3.1(g)*		Certificate of Formation of Beazer Homes Investments, LLC
3.1(h)		Certificate of Incorporation of Beazer Homes Sales, Inc.(11)
3.1(i)		Certificate of Incorporation of Beazer Homes Texas Holdings, Inc.(11)
3.1(j)		Certificate of Limited Partnership of Beazer Homes Texas, L.P.(11)
3.1(k)		Certificate of Incorporation of Beazer Mortgage Corporation(11)
3.1(l)		Articles of Incorporation of Beazer Realty Corp.(11)
3.1(m)		Certificate of Incorporation of Beazer Realty, Inc.(11)
3.1(n)*		Certificate of Formation of Beazer Realty Services, LLC
3.1(o)		Articles of Organization of Beazer SPE, LLC(11)
3.1(p)		Articles of Incorporation of Beazer/Squires Realty, Inc.(11)
3.1(q)*		Registration to qualify as a limited liability partnership for Beazer Homes Indiana, LLP
3.1(r)*		Certificate of Formation of Beazer Commercial Holdings, LLC
3.1(s)*		Certificate of Incorporation Beazer General Services, Inc.
3.1(t)*		Certificate of Incorporation of Beazer Homes Indiana Holdings Corp.
3.1(u)*		Certificate of Incorporation of Beazer Realty Los Angeles, Inc.
3.1(v)*		Certificate of Incorporation of Beazer Realty Sacramento, Inc.
3.1(w)*		Certificate of Limited Partnership of BH Building Products, LP
3.1(x)		Certificate of Incorporation of Homebuilders Title Services of Virginia, Inc.(11)
3.1(y)		Articles of Incorporation of Homebuilders Title Services, Inc.(11)
3.1(z)		Articles of Organization of Paragon Title, LLC(11)
3.1(aa)*		Certificate of Formation of BH Procurement Services, LLC
3.1(ab)		Certificate of Limited Partnership of Texas Lone Star Title, L.P.(11)
3.1(ac)		Articles of Organization of Trinity Homes LLC(11)
3.2(a)		Second Amended and Restated By-laws of Beazer Homes USA, Inc.(16)
3.2(b)		By-Laws of April Corporation(11)
3.2(c)		By-Laws of Beazer Allied Companies Holdings, Inc.(11)

3.2(d)		Operating Agreement of Beazer Clarksburg, LLC(11)
3.2(e)		By-Laws of Beazer Homes Corp.(11)
3.2(f)		By-Laws of Beazer Homes Holdings Corp.(11)
3.2(g)*		Operating Agreement of Beazer Homes Investments, LLC
3.2(h)		By-Laws of Beazer Homes Sales, Inc.(11)
3.2(i)		By-Laws of Beazer Homes Texas Holdings, Inc.(11)
3.2(j)		Agreement of Limited Partnership of Beazer Homes Texas, L.P.(11)
3.2(k)		By-Laws of Beazer Mortgage Corporation(11)
3.2(l)		By-Laws of Beazer Realty Corp.(11)
3.2(m)		By-Laws of Beazer Realty, Inc.(11)
3.2(n)*		Operating Agreement of Beazer Realty Services, LLC
3.2(o)		Operating Agreement of Beazer SPE, LLC(11)
3.2(p)		By-Laws of Beazer/Squires Realty, Inc.(11)
3.2(q)(1)		Partnership Agreement of Beazer Homes Indiana, LLP(11)
3.2(q)(2)*		Amendment of Partnership Agreement of Beazer Homes Indiana, LLP
3.2(r)*		Operating Agreement of Beazer Commercial Holdings, LLC
3.2(s)*		By-Laws of Beazer Homes Indiana Holdings Corp.
3.2(t)*		By-Laws of Beazer Realty Los Angeles, Inc.
3.2(u)*		By-Laws of Beazer Realty Sacramento, Inc.
3.2(v)*		Limited Partnership Agreement of BH Building Products, LP
3.2(w)*		Operating Agreement of BH Procurement Services, LLC
3.2(x)*		First Amendment to Operating Agreement of Beazer Clarksburg, LLC
3.2(y)		By-Laws of Homebuilders Title Services of Virginia, Inc.(11)
3.2(z)		By-Laws of Homebuilders Title Services, Inc.(11)
3.2(aa)		Amended and Restated Operating Agreement of Paragon Title, LLC(11)
3.2(ab)		Limited Partnership Agreement of Texas Lone Star Title, L.P.(11)
3.2(ac)		Second Amended and Restated Operating Agreement of Trinity Homes LLC(11)
3.2(ad)*		By-Laws of Beazer General Services, Inc.
4.1		Indenture dated as of May 21, 2001 among Beazer and U.S. Bank Trust National Association, as trustee, related to Beazer's 8⁵/8% Senior Notes due 2011(5)
4.2		Supplemental Indenture (8⁵/8% notes) dated as of May 21, 2001 among Beazer, its subsidiaries party thereto and U.S. Bank Trust National Association, as trustee(5)
4.3		Form of 8⁵/8% Senior Notes due 2011(5)
4.4		Specimen of Common Stock Certificate(2)

4.5		Retirement Savings and Investment Plan (the "RSIP")(1)
4.6		RSIP Summary Plan Description(1)
4.7		Rights Agreement, dated as of June 21, 1996, between Beazer and First Chicago Trust Company of New York, as Rights Agent(10)
4.8		Indenture dated as of April 17, 2002 among Beazer, the Guarantors party thereto and U.S. Bank National Association, as trustee, related to Beazer's 8³/8% Senior Notes due 2012(7)
4.9		First Supplemental Indenture dated as of April 17, 2002 among Beazer, the Guarantors party thereto and U.S. Bank National Association, as trustee, related to Beazer's 8³/8% Senior Notes due 2012(7)
4.10		Form of 8³/8% Senior note due 2012(7)
4.11		Second Supplemental Indenture dated as of November 13, 2003 among Beazer, the Guarantors party thereto and U.S. Bank National Association, as trustee, related to Beazer's 6¹/2% Senior Notes due 2013(10)
4.12		Form of 6¹/2% Senior Note due 2013(10)
4.13		Indenture dated as of June 8, 2004 among Beazer, the Guarantors party thereto and SunTrust Bank, as trustee, related to the 4⁵/8% Convertible Senior Notes due 2024(12)
4.14		Form of 4⁵/8% Convertible Senior Notes due 2024(12)
4.15		Registration Rights Agreement dated as of June 8, 2005, by and among Beazer, the Guarantors named therein and the Initial Purchaser named therein(13)
4.16		Form of Fifth Supplemental Indenture, dated as of June 8, 2005, among Beazer, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee(13)
4.17		Form of 6.875% Senior Note due 2015 (included in Exhibit 4.16)
4.18		Registration Rights Agreement, dated as of July 19, 2005, by and among Beazer, the Guarantors named therein and the Initial Purchaser named therein(14)
5.1**		Opinion of Paul, Hastings, Janofsky & Walker LLP
5.2**		Opinion of Tune, Entrekin & White, P.C.
5.3**		Opinion of Hogan & Hartson L.L.P.
5.4**		Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
5.5**		Opinion of Fossett & Brugger, Chartered
5.6**		Opinion of Young, Goldman & Van Beek, P.C.
5.7**		Opinion of Barnes & Thornburg LLP
5.8**		Opinion of Womble, Carlyle, Sandridge & Rice PLLC
5.9**		Opinion of Gardere Wynne Sewell LLP
10.1		Amended and Restated 1994 Stock Incentive Plan(3)
10.2		Non-Employee Director Stock Incentive Plan(10)
10.3		Amended and Restated 1999 Stock Incentive Plan(8)

10.4		Amended and Restated Employment Agreement dated as of September 1, 2004 for Ian J. McCarthy(16)
10.5		Amended and Restated Employment Agreement dated as of September 1, 2004 for John Skelton(16)
10.6		Amended and Restated Employment Agreement dated as of September 1, 2004 for Michael H. Furlow(16)
10.7-8		Supplemental Employment Agreements dated as of July 17, 1996:
10.7		Ian J. McCarthy(10)
10.8		John Skelton(10)
10.12		Amended and Restated Employment Agreement dated as of September 1, 2004 for C. Lowell Ball(16)
10.13		Employment Agreement dated as of September 1, 2004 for C. Lowell Ball(16)
10.14		Purchase Agreement for Sanford Homes of Colorado LLLP(4)
10.15		Amended and Restated Employment Agreement dated as of September 1, 2004 for James O'Leary(16)
10.16		Employment Agreement dated as of September 1, 2004 for James O'Leary(16)
10.17		Employment Agreement dated as of September 1, 2004 for Michael T. Rand(16)
10.18		Amended and Restated Employment Agreement dated as of September 1, 2004 for Michael T. Rand(16)
10.19		Amended and Restated Credit Agreement dated as of May 28, 2004 between the Company and Bank One, NA as Agent, Guaranty Bank, BNP Paribas and Wachovia Bank, National Association as Syndication Agents, The Royal Bank of Scotland plc as Documentation Agent, SunTrust Bank, PNC Bank, National Association and Washington Mutual Bank, FA as Managing Agents, Comerica Bank and Key Bank National Association as Co-Agents, and Banc One Capital Markets, Inc., as Lead Arranger and Sole Bookrunner.(9)
10.20		Employment Agreement dated as of September 1, 2004 for John Skelton(16)
10.21		Employment Agreement dated as of September 1, 2004 for Jonathan P. Smoke(16)
10.22		Employment Agreement dated as of September 1, 2004 for Cory J. Boydston(15)
10.23		Beazer Homes USA, Inc. Director Stock Purchase Program(15)
10.24		Beazer Homes USA, Inc. Customer Survey Incentive Plan(15)
10.25		Beazer Homes USA, Inc. Amended and Restated Corporate Management Stock Purchase Program(15)
10.26		Beazer Homes USA, Inc. 2005 Value Created Incentive Plan(15)
10.27		Employment Agreement dated as of January 1, 2005 for Fred J. Fratto(17)
10.28		Beazer Homes USA, Inc. 2005 Executive Value Created Incentive Plan(18)
10.29		Employment Agreement dated as of March 14, 2005 for Kenneth J. Gary(19)

10.30		Employment Agreement effective as of March 14, 2005 for Kenneth J. Gary(16)
10.31		Employment Agreement dated as of September 1, 2004 for Michael H. Furlow(16)
10.32		Employment Agreement dated as of September 1, 2004 for Ian J. McCarthy(15)
10.33		Form of Stock Option and Restricted Stock Award Agreement(15)
10.34		Form of Stock Option Award Agreement(16)
12.1*		Statement re Computation of Ratios
21*		List of Subsidiaries of Beazer
23.1*		Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1)
23.2*		Consent of Tune, Entrekin & White, P.C. (included in Exhibit 5.2)
23.3*		Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.3)
23.4*		Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C. (included in Exhibit 5.4)
23.5*		Consent of Fossett & Brugger, Chartered (included in Exhibit 5.5)
23.6*		Consent of Young, Goldman & Van Beek, P.C. (included in Exhibit 5.6)
23.7*		Consent of Barnes & Thornburg LLP (included in Exhibit 5.7)
23.8*		Consent of Womble, Carlyle, Sandridge & Rice PLLC (included in Exhibit 5.8)
23.9*		Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.9)
23.10*		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
24.1*		Power of Attorney (included in Part II of the registration statement)
25.1*		Statement of Eligibility of U.S. Bank National Association, as Trustee, on Form T-1
99.1*		Form of Letter of Transmittal
99.2*		Form of Letter to Clients
99.3*		Form of Letter to Registered Holders
99.4*		Form of Notice of Guaranteed Delivery

*: Previously filed.
**: Filed herewith.
(1): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-8 (Registration No. 33-91904) filed on May 4, 1995.
(2): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-1 (Registration No. 33-72576) initially filed on December 6, 1993.
(3): Incorporated herein by reference to the exhibits to Beazer's report on Form 10-Q for the quarterly period ended December 31, 2000.
(4): Incorporated herein by reference to the exhibits to Beazer's report on Form 8-K filed on August 10, 2001.

(5): Incorporated herein by reference to the exhibits to Beazer's report on Form 10-K for the year ended September 30, 2001.
(6): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-4/A filed on March 12, 2002.
(7): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-4 (Registration No. 333-92470) filed on July 16, 2002.
(8): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-8/S-3 (Registration No. 333-101142) filed on November 12, 2002.
(9): Incorporated herein by reference to the exhibits to Beazer's report on Form 8-K filed on June 2, 2004.
(10): Incorporated herein by reference to the exhibits to Beazer's report on Form 10-K for the year ended September 30, 2003.
(11): Incorporated herein by reference to the exhibits to Beazer's Registration Statement on Form S-4 (Registration No. 333-112147) filed on January 23, 2004.
(12): Incorporated by reference to the exhibits to Beazer's Form 10-Q for the quarterly period ended June 30, 2004.
(13): Incorporated by reference to the exhibits to Beazer's report on Form 8-K filed on June 13, 2005.
(14): Incorporated by reference to the exhibits to Beazer's report on Form 8-K filed on July 25, 2005.
(15): Incorporated by reference to the exhibits to Beazer's report on Form 10-K for the year ended September 30, 2004.
(16): Incorporated by reference to the exhibits to Beazer's report on Form 8-K filed on September 1, 2004.
(17): Incorporated by reference to the exhibits to Beazer's report on Form 10-Q for the quarter ended December 31, 2004.
(18): Incorporated by reference to the exhibits to Beazer's report on Form 8-K filed on February 9, 2005.
(19): Incorporated by reference to the exhibits to Beazer's report on Form 8-K filed on March 18, 2005.

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and, therefore, have been omitted.

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BEAZER HOMES USA, INC. TABLE OF ADDITIONAL REGISTRANTS
SIGNATURES

EXHIBIT INDEX

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Exhibit 5.1

[Letterhead of Paul, Hastings, Janofsky & Walker LLP]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

This opinion is delivered in our capacity as counsel to Beazer Homes USA, Inc., a Delaware corporation ("Beazer Homes"), and to the subsidiaries of Beazer Homes named on Schedules I and II hereto (each, a "Guarantor" and collectively, the "Guarantors"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer Homes and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by Beazer Homes of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantors of guarantees (the "Guarantees") with respect to the New Notes.

The New Notes and the Guarantees will be issued under an indenture, dated as of April 17, 2002, and a fifth supplemental indenture, dated as of June 8, 2005 (as so supplemented, the "Indenture") among Beazer Homes, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). The New Notes and Guarantees will be offered by the Company in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2015 and the related guarantees of those notes.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

(i) the Registration Statement;

(ii) the Indenture;

(iii) the Notes;

(iv) the Guarantees;

(v) the certificate of incorporation of the Company and the bylaws of the Company as presently in effect as certified by the Secretary of the Company as of the date hereof (collectively, the "Company Charter Documents");

(vi) the certificate of incorporation or corresponding formation document of each of the Guarantors listed on Schedule I hereto (such Guarantors are hereinafter referred to individually as a "Georgia/Delaware Guarantor" and collectively as the "Georgia/Delaware Guarantors") and the bylaws or corresponding governance document of each of the Georgia/Delaware Guarantors as presently in effect as certified by the Secretary of each Georgia/Delaware Guarantor as of the date hereof;

(vii) a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of the Company under the laws of the State of Delaware as of September 7, 2005;

(viii) certificates of the Secretaries of State of the state of incorporation or formation as to the incorporation or formation of each of the Georgia/Delaware Guarantors under the laws of such entities' state of incorporation or formation; and

(ix) resolutions adopted by the Company's and each Georgia/Delaware Guarantor's board of directors (or equivalent governing body), certified by the respective Secretary of the Company and each such Georgia/Delaware Guarantor, relating to the execution and delivery of, and the performance by the Company and each of the Georgia/Delaware Guarantors of its respective obligations under, the Transaction Documents.

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

The Notes, the Guarantees and the Indenture are referred to herein, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents".

In such examination and in rendering the opinions expressed below, we have assumed: (i) the due authorization of all agreements, instruments and other documents by all the parties thereto (other than the due authorization of each such agreement, instrument and document by the Company and the Guarantors); (ii) the due execution and delivery of all agreements, instruments and other documents by all the parties thereto (other than the due execution and delivery of each such agreement, instrument and document by the Company and the Guarantors); (iii) the genuineness of all signatures on all documents submitted to us; (iv) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (v) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (vi) the legal capacity of all individuals executing documents; (vii) that the Transaction Documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto (other than the Company and the Guarantors), enforceable against such parties (other than the Company and the Guarantors) in accordance with their respective terms and that no Transaction Document has been amended or terminated orally or in writing except as has been disclosed to us; and (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and the Guarantors and other persons on which we have relied for the purposes of this opinion are true and correct. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company.

In addition, in rendering the opinions expressed below, we have relied solely (without independent investigation) upon the opinions of the below listed law firms to establish: (i) that each of the Guarantors listed on Schedule II hereto (the "Non-Georgia/Delaware Guarantors") is validly existing under the laws of its respective jurisdiction of incorporation or organization; (ii) that the execution, delivery and performance by each of the Non-Georgia/Delaware Guarantors will not violate the certificate or articles of incorporation or certificate of formation or bylaws, operating agreement or partnership agreement, as applicable, of such Non-Georgia/Delaware Guarantor; and (iii) that the execution, delivery and performance by each of the Non-Georgia/Delaware Guarantors will not violate the laws of the jurisdiction of such Non-Georgia/Delaware Guarantor's organization or other applicable laws (excepting the laws of the State of New York and the Federal laws of the United States and except with respect to April Corporation, a Colorado corporation). Opinions relied upon in accordance

with the foregoing, each of which is attached as an exhibit to the Registration Statement, are the following: (i) Legal Opinion of Hogan & Hartson L.L.P., regarding that Guarantor incorporated under the laws of the State of Colorado; (ii) Legal Opinion of Barnes & Thornburg LLP, regarding those Guarantors organized under the laws of the State of Indiana; (iii) Legal Opinion of Fossett & Brugger, Chartered, regarding that Guarantor organized under the laws of the State of Maryland; (iv) Legal Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C., regarding that Guarantor incorporated under the laws of the State of New Jersey; (v) Legal Opinion of Womble, Carlyle, Sandridge & Rice, PLLC, regarding that Guarantor incorporated under the laws of the State of North Carolina; (vi) Legal Opinion of Tune, Entrekin & White, P.C., regarding that Guarantor incorporated under the laws of the State of Tennessee; (vii) Legal Opinion of Gardere Wynne Sewell LLP, regarding that Guarantor organized under the laws of the State of Texas; and (viii) Legal Opinion of Young, Goldman & Van Beek, P.C., regarding that Guarantor incorporated under the laws of the State of Virginia.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1. When the New Notes have been duly authenticated by U.S. Bank National Association, in its capacity as Trustee, and duly executed and delivered on behalf of Beazer Homes as contemplated by the Registration Statement, the New Notes will be legally issued and will constitute valid and binding obligations of Beazer Homes enforceable against Beazer Homes in accordance with their terms.

2. When (a) the New Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly endorsed on the New Notes, the Guarantees will constitute valid and binding obligations of the Georgia/Delaware Guarantors enforceable against the Georgia/Delaware Guarantors in accordance with their terms.

3. When (a) the New Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly endorsed on the New Notes, the Guarantees will constitute valid and binding obligations of the Non-Georgia/Delaware Guarantors enforceable against the Non-Georgia/Delaware Guarantors in accordance with their terms.

Our opinions set forth above are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith and reasonableness in the interpretation and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific performance.

We are members of the Bar of the States of New York and Georgia, and accordingly, do not purport to be experts on or to be qualified to express any opinion herein concerning the laws of any jurisdiction other than laws of the States of New York and Georgia and the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act (including, with respect to the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, all applicable provisions of the Delaware Constitution and all reported judicial decisions interpreting such laws).

This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the

Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

We hereby consent to being named as counsel to Beazer Homes and the Guarantors in the Registration Statement, to the references therein to our Firm under the caption "Legal Matters" and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.


		Very truly yours,
		/s/ Paul, Hastings, Janofsky & Walker LLP

SCHEDULE I

Beazer Allied Companies Holdings, Inc.
Beazer Commercial Holdings, LLC
Beazer General Services, Inc.
Beazer Homes Holdings Corp.
Beazer Homes Indiana Holdings Corp.
Beazer Homes Investments, LLC
Beazer Homes Sales, Inc.
Beazer Homes Texas Holdings, Inc.
Beazer Homes Texas, L.P.
Beazer Mortgage Corporation
Beazer Realty Corp.
Beazer Realty Los Angeles, Inc.
Beazer Realty Sacramento, Inc.
Beazer Realty Services, LLC
Beazer SPE, LLC
BH Building Products, LP
BH Procurement Services, LLC
Homebuilders Title Services, Inc.

SCHEDULE II

April Corporation
Beazer Clarksburg, LLC
Beazer Homes Corp.
Beazer Homes Indiana, LLP
Beazer Realty, Inc.
Beazer/Squires Realty, Inc.
Homebuilders Title Services of Virginia, Inc.
Paragon Title, LLC
Texas Lone Star Title, L.P.
Trinity Homes, LLC

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Exhibit 5.1

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Exhibit 5.2

[Tune, Entrekin & White, P.C. Letterhead]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Beazer Homes Corp., a Tennessee corporation (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by the Company of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees (the "New Guarantees") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

In rendering our opinions expressed below, we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below.

In connection with this opinion, we have examined copies or originals of such documents, resolutions, certificates and instruments of the Guarantor as we have deemed necessary to form a basis for the opinions hereinafter expressed. In addition, we have reviewed certificates of public officials, statutes, records and other instruments and documents as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination of the foregoing, we have assumed, without independent investigation, (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and (v) the authenticity of the originals of such latter documents. With regard to certain factual matters, we have relied, without independent investigation or verification, upon statements and representations of representatives of the Guarantor.

Based on the foregoing, we are of the opinion that:

1. The Guarantor is validly existing as a corporation, and in good standing under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties, and to execute, deliver and perform all of its obligations under the Guarantee.

2. The Guarantor has duly authorized, executed and delivered the Indenture.

3. The execution and delivery by the Guarantor of the Indenture and the Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary corporate or other action and do not and will not (i) require any consent or approval of its stockholders, or (ii) violate any provision of any law, rule or regulation of the state of Tennessee or, to our knowledge, any order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor which violation would impair its ability to perform its obligations under the Guarantee or (iii) or violate any of its charter or by-laws.

The opinions set forth above are subject to the following qualifications and exceptions:

Counsel is a member of the Bar of the state of Tennessee. In rendering the foregoing opinions we express no opinion as to the effect (if any) of laws of any jurisdiction except those of the state of Tennessee. This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. Paul, Hastings, Janofsky & Walker LLP may rely on this opinion in connection with the issuance of its opinion to be given in connection with the Registration Statement. Our opinions are rendered only with respect to such laws, and the rules, regulations and orders thereunder, that are currently in effect, and we assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the references in the Registration Statement, to our Firm under the caption "Legal Matters" and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

	Very truly yours,
	Tune, Entrekin & White, P.C.
	/s/ Hugh W. Entrekin
	By: Hugh W. Entrekin

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Exhibit 5.2

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Exhibit 5.3

[Hogan & Hartson L.L.P. Letterhead]

September 12, 2005

Beazer Homes USA, Inc.
100 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Paul, Hastings, Janofsky & Walker LLP
600 Peachtree Street, N.E.
Suite 2400
Atlanta, GA 30308

Ladies and Gentlemen:

The firm has acted as counsel to April Corporation, a Colorado corporation (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by Beazer of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees on June 8, 2005 and July 19, 2005 (the "New Guarantees") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

For purposes of this opinion letter, we have examined copies of the following documents (the "Documents"):

1.: Executed copy of the Indenture.
2.: Executed copy of the New Guarantees.
3.: The Articles of Incorporation of the Guarantor, as certified by the Secretary of the State of the State of Colorado on July 11, 2005, and as certified by the Secretary of the Guarantor on the date hereof as being complete, accurate, and in effect on June 8, 2005, July 19, 2005, and on the date hereof.
4.: The Bylaws of the Guarantor, as certified by the Secretary of the Guarantor on the date hereof as being complete, accurate, and in effect on June 8, 2005, July 19, 2005, and on the date hereof.

5.: A certificate of good standing of the Guarantor issued by the Secretary of State of the State of Colorado dated as of the date hereof.
6.: Joint Resolution of the Board of Directors of the Guarantor adopted by unanimous written consent on June 1, 2005, as certified by the Secretary of the Guarantor on the date hereof as being complete, accurate, and in effect relating to, among other things, authorization of the Indenture and the New Guarantees and arrangements in connection therewith.
7.: Certificate of Secretary of Guarantor dated June 8, 2005.
8.: Certificate of Secretary of Guarantor dated July 19, 2005.
9.: A certificate of certain officers of the Guarantor dated as of the date hereof as to certain facts relating to the Guarantor.
10.: A certificate of the Secretary of the Guarantor dated as of the date hereof as to the incumbency and signatures of certain officers of Guarantor.

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 telecopies). As to matters of fact relevant to the opinions expressed herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. We have also assumed the validity and constitutionality of each statute covered by this opinion letter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on internal Colorado law, except to the extent excluded below (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level); provided, however, that the laws described above shall not include (and we express no opinion as to) federal or state securities laws or regulations; and further provided that the opinions expressed herein are based upon a review of those laws, statutes and regulations that are generally recognized or applicable to the transaction contemplated by Guarantor in the Fifth Supplemental Indenture and New Guarantees.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

(a) The Guarantor is validly existing as a corporation and in good standing under the laws of the State of Colorado.

(b) The Guarantor had the corporate power to execute, deliver and perform the Fifth Supplemental Indenture and the New Guarantees. The execution, delivery and performance by the Guarantor of the Fifth Supplemental Indenture and the New Guarantees have been duly authorized by all necessary corporate action of the Guarantor.

(c) The execution and delivery by the Guarantor of the Fifth Supplemental Indenture and the New Guarantees did not (i) require any approval of its shareholders which has not been obtained, or (ii) violate the Articles of Incorporation or Bylaws of the Guarantor.

This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. The opinion speaks as of the date hereof. We

assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting 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/ HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P.

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Exhibit 5.3

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Exhibit 5.4

[Gibbons, Del Deo, Dolan, Griffinger & Vecchione Letterhead]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Local Counsel Opinion for Beazer Realty, Inc.

Dear Ladies and Gentlemen:

We have acted as local New Jersey counsel to Beazer Realty, Inc., a New Jersey corporation (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by the Company of up to $350,000,000 aggregate principal amount of its 6⁷/8% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6⁷/8% Senior Notes due 2015 which have not been registered under the Securities Act.

Our engagement as local New Jersey counsel has been solely for the purpose of issuing this opinion letter. We did not participate in the negotiation or drafting of the Registration Statement or the Indenture. Except as specifically provided herein, we have not made any independent review or investigation of the organization, existence, good standing, assets, business or affairs of the Guarantor, or of any other matters. Except as specifically identified herein, we have not been retained or engaged to perform, nor have we performed, any independent review or investigation of any statutes, ordinances, laws, regulations, orders, corporate records, agreements, documents or instruments to which the Guarantor may be a party or to which the Guarantor or any of its property may be subject, or by which the Guarantor or any of its property may be bound, nor have we, except as specifically identified herein, been retained or engaged to perform, or performed, any independent review or investigation as to: (a) the existence of any actions, suits, arbitrations, claims, investigations or legal or administrative proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality pending or threatened against or relating to the Guarantor or in which the Guarantor is a party; (b) the existence of violations by the Guarantor of its certificate of incorporation or by-laws or any predecessor version of the certificate of incorporation or by-laws or any notes, indentures, mortgages, leases, agreements, or other contracts or agreements or instruments to which the Guarantor may be a party or to which its property may be subject; or (c) the existence of, or violations by the Guarantor of, any rulings, injunctions, judgments, orders, writs or decrees to which the Guarantor or its property is subject.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of federal law or the law of any jurisdiction other than, as in effect on the date of this opinion letter, the internal laws of the State of New Jersey.

For purposes of this opinion letter, we have examined copies of the following:

(A) the Original Indenture;

(B) the Fifth Supplemental Indenture;

(C) the certificate of incorporation of the Guarantor, certified as of July 27, 2005 by the Treasurer of the State of New Jersey, and the bylaws of the Guarantor as presently in effect, certified by the Secretary of the Guarantor as of the date hereof (collectively, the "Charter Documents");

(D) resolutions adopted by the board of directors of the Guarantor on April 17, 2002, certified by the Secretary of the Guarantor as of the date hereof, relating to the execution and delivery of, and the performance by the Guarantor of its obligations under the Original Indenture;

(E) resolutions adopted by the board of directors of the Guarantor on June 1, 2005, certified by the Secretary of the Guarantor as of the date hereof, relating to the execution and delivery of, and the performance by the Guarantor of its obligations under the Fifth Supplemental Indenture;

(F) written consent to action of Beazer Homes Corp, as the sole shareholder of the Guarantor, dated as of the date hereof, relating to the execution and delivery of, and the performance by the Guarantor of its obligations under the Fifth Supplemental Indenture; and

(G) A certificate of the Treasurer of the State of New Jersey, dated July 26, 2005, with respect to the incorporation and good standing of the Guarantor under the laws of the State of New Jersey (the "Good Standing Certificate").

The foregoing documents A and B are sometimes hereinafter referred to collectively as the "Transaction Documents".

In giving the following opinions, we have assumed (i) the genuineness of all signatures on the documents submitted to us, (ii) the authenticity and completeness of all documents submitted to us, (iii) the conformity to the originals of all such documents submitted to us as copies, (iv) the due authorization, execution and delivery of each document submitted to us by all of the parties thereto (other than the due authorization of the Transaction Documents by the Guarantor), (v) the legal capacity of all natural persons executing the Transaction Documents, (vi) that the Transaction Documents are the valid and binding obligations of each of the parties thereto, enforceable against such parties in accordance with their respective terms and that such Transaction Documents accurately describe and contain the mutual understanding of the parties, and that there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Transaction Documents and (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Guarantor and other persons on which we have relied for purposes of this opinion are true and correct. As to questions of fact material to the opinions rendered herein, we have relied (without independent investigation, except as expressly indicated herein) upon certificates or comparable documents of the Guarantor and upon the representations and warranties made by the Guarantor in the Transaction Documents.

Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that:

1. The Guarantor is validly existing as a corporation in good standing under the laws of the State of New Jersey, and the Guarantor has the corporate power to enter into and carry out its obligations under the Transaction Documents.

2. The execution, delivery and performance of the Transaction Documents by the Guarantor have been duly authorized by all necessary corporate action on the part of the Guarantor.

3. The execution and delivery by the Guarantor of the Transaction Documents and the performance of its obligations thereunder do not (i) require any consent or approval of its stockholders that has not been obtained, (ii) cause the Guarantor to violate any New Jersey State law, rule or regulation, or (iii) violate any provision of the Charter Documents.

The opinions expressed herein are subject to the following exceptions, qualifications and limitations:

A. We express no opinion with respect to federal and state securities laws.

B. We express no opinion with respect to any document, instrument or agreement (including the exhibits or schedules to any Transaction Document) other than the Transaction Documents regardless of whether such document, instrument or agreement is referred to in the Transaction Documents.

C. With respect to our opinion set forth in paragraph 1 above, with your permission, we are relying solely and without independent investigation on our review and examination of the Good Standing Certificate and a certificate of an officer of the Guarantor and any documents certified to us thereby.

D. Our opinion in clause (ii) of paragraph 3 above is limited solely to laws, rules and regulations of the State of New Jersey that are generally applicable to transactions in the nature of those contemplated by the Transaction Documents between unregulated parties.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

The law firm of Paul, Hastings, Janofsky & Walker, LLP may rely on this opinion for purposes of rendering its opinion in connection with the Registration Statement.

	Very truly yours,
	/s/ Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
	GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE A Professional Corporation

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Exhibit 5.4

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Exhibit 5.5

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Beazer Clarksburg, LLC, a Maryland limited liability company (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by the Company of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees (the "New Guarantees") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

It is our understanding that the New Notes and the New Guarantees will be issued under an indenture, dated April 17, 2002 (the "Original Indenture"), and a Fifth Supplemental Indenture, dated as of June 8, 2005 (the "Fifth Supplemental Indenture", and the Original Indenture as supplemented to date is referred to herein as the "Indenture") among Beazer, the Guarantor, certain other subsidiary guarantors listed in the Registration Statement and U.S. Bank National Association, as trustee (the "Trustee").

In rendering our opinions expressed below, we have examined the following documents:

1. A Certificate of Good Standing with respect to the Guarantor issued by the Maryland State Department of Assessments and Taxation ("SDAT") and dated July 27, 2005.

2. The Articles of Organization of the Guarantor (a copy of which was included with the Certificate of Secretary of the Guarantor dated June 8, 2005).

3. The Operating Agreement and amendments thereto of the Guarantor (copies of which were included with the Certificate of Secretary of the Guarantor dated June 8, 2005).

4. Certificate of the Secretary of Guarantors dated July 19, 2005; Officers' Certificate of the Guarantors dated June 8, 2005; Joint Resolution No. 2005-03 dated June 1, 2005; and Officer's Certificate of Beazer Homes USA, Inc. and the Guarantors Listed on Schedule I, dated September 12, 2005.

have relied, without independent investigation or verification, upon statements and representations of representatives of the Guarantor.

Based on the foregoing, we are of the opinion that:

1. The Guarantor is validly existing as a limited liability company, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority, limited liability company or otherwise, to conduct its business, to own its properties, and to execute, deliver and perform all of its obligations under the Guarantee.

2. The Guarantor has duly authorized, executed and delivered the Indenture.

3. The execution and delivery by the Guarantor of the Indenture and the Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary limited liability company or other action and do not and will not (i) require any additional consent or approval of its members, or (ii) violate any provision of any law, rule or regulation of the state of Maryland or, to our knowledge, any order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to each Guarantor which violation would impair its ability to perform its obligations under the Guarantee or (iii) or violate any of its articles of organization or limited liability company operating agreement.

The opinions set forth above are subject to the following qualifications and exceptions:

1. Counsel is a member of the Bar of the state of Maryland. In rendering the foregoing opinions we express no opinion as to the effect (if any) of laws of any jurisdiction except those of the state of Maryland. The undersigned expresses no opinion as to any matter relating to any state or federal securities law or regulation. Our opinions are rendered only with respect to such laws, and the rules, regulations and orders thereunder, that are currently in effect, and we disclaim any obligation to advise you of any change in law or fact that occurs after the date hereof.

2. The opinions set forth herein are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith and reasonableness in the interpretation and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific performance.

3. The undersigned expresses no opinion as to any matter other than as expressly set forth above, and no opinion is or may be implied or inferred herefrom, and specifically we express no opinion as to (a) the financial ability of the Guarantor to meet its obligations under the Indenture, the Guarantee or any other document related thereto, (b) the truthfulness or accuracy of any applications, reports, plans, documents, financial statements or other matters furnished by or on behalf of the Guarantor in connection with the Indenture, the Guarantee or any other document related thereto, or (c) the truthfulness or accuracy of any representation or warranty as to matters of fact made by the Guarantor in the Guarantee or any other document.

The opinions expressed in this letter are limited to the matters set forth herein and no other opinion should be inferred beyond the matters expressed as stated. This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement. Paul, Hastings, Janofsky & Walker LLP may rely on this opinion in connection with the issuance of its opinion to be given in connection with the Registration Statement. This letter is to be interpreted in accordance with the report of the Special Joint Committee on Lawyers' Opinions in commercial transactions of the Maryland State Bar Association, Inc.

		Very truly yours,
		FOSSETT & BRUGGER, CHARTERED
		By:		/s/ WILLIAM M. SHIPP William M. Shipp, Principal

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Exhibit 5.5

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Exhibit 5.6

[Letterhead of Young, Goldman & Van Beek, P.C.]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Homebuilders Title Services of Virginia, Inc., a Virginia corporation (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by the Company of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees (collectively the "New Guarantees"; individually the guaranty issued by Guarantor is referred to herein as the "Guarantee") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

have relied, without independent investigation or verification, upon statements and representations of representatives of the Guarantor.

Based on the foregoing, we are of the opinion that:

2. The Guarantor has duly authorized, executed and delivered the Guarantee.

3. The execution and delivery by the Guarantor of the Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary corporate or other action and do not and will not (i) require any consent or approval of its stockholders, or (ii) violate any provision of any law, rule or regulation of the state of incorporation or, to our knowledge, any order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to each Guarantor which violation would impair its ability to perform its obligations under the Guarantee or (iii) or violate any of its charter or by-laws.

The opinions set forth above are subject to the following qualifications and exceptions:

Counsel is a member of the Bar of the state of Virginia. In rendering the foregoing opinions we express no opinion as to the effect (if any) of laws of any jurisdiction except those of the state of Virginia. Our opinions are rendered only with respect to such laws, and the rules, regulations and orders thereunder, that are currently in effect, and we disclaim any obligation to advise you of any change in law or fact that occurs after the date hereof.

We express no opinion as to the enforceability of the Indenture or the Guarantee. We express no opinion on whether the issuance of the New Notes and/or the Guarantee require registration under the Virginia Securities Act, Va. Code Ann. §§ 13.1-501 et seq., nor whether such issuance is exempt from registration under that Act. We express no opinion on whether the Registration Statement complies with the requirements of the Securities Act, nor any other applicable Federal law governing the issuance of securities.

This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement. We hereby expressly permit the law firm of Paul, Hastings, Janofsky & Walker, LLP to rely on this opinion for any purpose in connection with any legal opinion rendered by such firm in connection with the Registration Statement.

	Very truly yours,
	/s/ YOUNG, GOLDMAN & VAN BEEK, P.C.

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Exhibit 5.6

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Exhibit 5.7

[Letterhead of Barnes & Thornburg LLP]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to (i) Beazer Homes Indiana, LLP, an Indiana limited liability partnership, (ii) Paragon Title, LLC, an Indiana limited liability company, and (iii) Trinity Homes, LLC, an Indiana limited liability company (collectively, the "Guarantors"), all of which are remote subsidiaries of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the direct and remote subsidiaries of Beazer listed in the Registration Statement, including the Guarantors, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by Beazer of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantors and certain other subsidiaries listed in the Registration Statement of guarantees (the "New Guarantees") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

The New Notes and the New Guarantees will be issued under an indenture, dated April 17, 2002 (the "Original Indenture"), and a Fifth Supplemental Indenture, dated as of June 8, 2005 (the "Fifth Supplemental Indenture", and the Original Indenture as supplemented to date is referred to herein as the "Indenture") among Beazer, the Guarantors, certain other subsidiary guarantors listed in the Registration Statement and U.S. Bank National Association, as trustee (the "Trustee"). We have assumed, with your permission, that the Indenture has not been further amended, modified or supplemented since the Fifth Supplemental Indenture dated June 8, 2005. We have also assumed, with your permission, that the substantive provisions of the New Guarantees, when issued, will be identical to the provisions of Article Four of the Indenture.

In connection with this opinion letter, we have examined copies or originals of such documents, resolutions, certificates and instruments of Beazer, its direct and remote subsidiaries and the Guarantors as we have deemed necessary to form a basis for the opinions hereinafter expressed. In addition, we have reviewed certificates of public officials, statutes, records and other instruments and documents as we have deemed necessary to form a basis for the opinions hereinafter expressed. In our examination of the foregoing, we have assumed, without independent investigation, (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents

submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and (v) the authenticity of the originals of such latter documents. With regard to certain factual matters, we have relied, without independent investigation or verification, upon certificates, statements and representations of representatives of Beazer and the Guarantors, including without limitation those factual matters included in the Registration Statement.

Based on the foregoing, we are of the opinion that:

1. Beazer Homes Indiana, LLP is a general partnership subject to the Uniform Partnership Act of the State of Indiana, became registered as an Indiana limited liability partnership pursuant to a Registration to Qualify as a Limited Liability Partnership filed with the Indiana Secretary of State on December 29, 2004, and has all requisite power and authority under Indiana law and its current partnership agreement to conduct its business and to own its properties (all as described in the Registration Statement) and to execute, deliver and perform all of its obligations under the New Guarantees.

2. Each of Paragon Title, LLC and Trinity Homes, LLC is validly existing as a limited liability company under the laws of the State of Indiana and has all requisite power and authority, limited liability company or otherwise, to conduct its business and to own its properties (all as described in the Registration Statement) and to execute, deliver and perform all of its obligations under the New Guarantees.

3. Each of the Guarantors has duly authorized, executed and delivered the Indenture.

4. The execution and delivery by each of the Guarantors of the Indenture and the New Guarantees and the performance of its obligations thereunder have been duly authorized by all necessary limited liability company or limited liability partnership or other action, as applicable, and do not and will not (i) require any further consent or further approval of its managers, members or partners, as applicable, or (ii) violate any provision of any law, rule or regulation of the State of Indiana or, to our knowledge, any order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Guarantor which violation would impair its ability to perform its obligations under the New Guarantees or (iii) violate its (A) current partnership agreement with respect to Beazer Homes Indiana, LLP, or (B) Articles of Organization or Operating Agreement with respect to Paragon Title, LLC or Trinity Homes, LLC.

The opinions set forth above are subject to the following qualifications and exceptions:

Counsel is a member of the Bar of the State of Indiana. In rendering the foregoing opinions we express no opinion as to the effect (if any) of laws of any jurisdiction except those of the State of Indiana. This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm Paul, Hastings, Janofsky & Walker LLP in and in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.

	Very truly yours,
	/s/ Barnes & Thornburg LLP

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Exhibit 5.7

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Exhibit 5.8

[Womble Carlyle Sandridge & Rice PLLC Letterhead]

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328

Re:: Beazer Homes USA, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special North Carolina counsel to Beazer/Squires Realty, Inc., a North Carolina corporation (the "Guarantor"), a subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance by the Company of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees (the "New Guarantees") with respect to the New Notes. The New Notes and the New Guarantees will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2015 which have not been registered under the Securities Act and the guarantees of the Guarantor and certain other subsidiaries of Beazer with respect thereto. The New Notes and the New Guarantees will be issued under an Indenture, dated as of April 17, 2002, as modified, supplemented and amended from time to time, and as further supplemented and amended by a Fifth Supplemental Indenture, dated as of June 8, 2005 (the "Fifth Supplemental Indenture"), among Beazer, the Guarantor, certain other subsidiary guarantors listed in the Registration Statement and U.S. Bank National Association, as trustee (the "Trustee"). This opinion is being delivered to you at your request pursuant to the requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

We have reviewed the Guarantor's articles of incorporation and bylaws, each as amended to date (the "Governance Documents"), and have examined the originals, or copies certified or otherwise identified to our satisfaction, of corporate records of the Guarantor, including resolutions adopted by the Board of Directors of the Guarantor as furnished to us by the Guarantor, certificates of public officials and of representatives of the Guarantor, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon the certificates of public officials and representatives of the Guarantor with respect to the accuracy of the factual matters contained in such certificates. In rendering our opinion in paragraph 1 below, we have relied solely upon a certificate of existence regarding the Guarantor issued by the Secretary of State of North Carolina dated July 28, 2005.

In our examination of the foregoing, we have assumed, without independent investigation, (i) the genuineness of all signatures and the legal capacity of all signatories, (ii) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents

submitted to us as certified or photostatic copies, and (iii) the proper issuance and accuracy of certificates of public officials and representatives of the Guarantor.

Based on and subject to the foregoing and the qualifications and limitations set forth below, and having regard for such legal considerations as we deem relevant, it is our opinion that:

1. The Guarantor is a corporation in existence under the laws of North Carolina and has the corporate power to execute, deliver and perform its obligations under the New Guarantees.

2. The Guarantor has authorized the execution, delivery and performance of the Fifth Supplemental Indenture by all necessary corporate action.

3. The Fifth Supplemental Indenture has been duly executed by the Guarantor.

4. The execution and delivery by the Guarantor of the Fifth Supplemental Indenture and the New Guarantees and the performance of its obligations thereunder do not (i) require any consent or approval of the Guarantor's shareholder(s), or (ii) to our knowledge, violate any applicable law or any judgment or order of any court or governmental authority that is binding on the Guarantor, which violation would impair its ability to perform its obligations under the New Guarantees, or (iii) violate any of the Governance Documents.

The opinions set forth above are subject to the following qualifications and exceptions:

This opinion is limited to the laws of the State of North Carolina, excluding local laws of the State of North Carolina (i.e., the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions of, or authorities or quasi-governmental bodies constituted under the laws of, the State of North Carolina and judicial decisions to the extent they deal with any of the foregoing), and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose, except that this opinion may be relied upon by Paul, Hastings, Janofsky & Walker LLP in connection with delivering its legal opinion to the Company which is to be attached as Exhibit 5.1 to the Registration Statement pursuant to the requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K, to the same extent as if this opinion letter were addressed to it. This opinion speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the references in the Registration Statement to our Firm under the caption "Legal Matters" and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

	Very truly yours,
	/s/ Womble Carlyle Sandridge & Rice PLLC

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Exhibit 5.8

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Exhibit 5.9

[Letterhead of Gardere Wynne Sewell LLP]

Direct: 214-999-4645
Direct Fax: 214-999-3645
dearhart@gardere.com

September 12, 2005

Beazer Homes USA, Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

RE:: Beazer Homes USA, Inc.
Registration Statement of Form S-4

Ladies and Gentlemen:

We have acted as special Texas counsel to Texas Lone Star Title, L.P., a Texas limited partnership (the "Guarantor") and subsidiary of Beazer Homes USA, Inc. ("Beazer"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Beazer and the subsidiaries of Beazer listed in the Registration Statement, including the Guarantor, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. The Registration Statement relates to the issuance by Beazer of up to $350,000,000 aggregate principal amount of its 6.875% Senior Notes due 2015 (the "New Notes") and the issuance by the Guarantor and certain other subsidiaries listed in the Registration Statement of guarantees (the "New Guarantees") with respect to the New Notes. The New Notes will be offered by Beazer in exchange for $350,000,000 aggregate principal amount of its outstanding 6.875% Senior Notes due 2013 which have not been registered under the Securities Act. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

The New Notes and the New Guarantees will be issued under an Indenture, dated April 17, 2002 (the "Original Indenture"), and a Fifth Supplemental Indenture, dated as of June 8, 2005 (the "Fifth Supplemental Indenture" and together with the Original Indenture as supplemented to date the "Indenture") by and among Beazer, the Guarantor, certain other subsidiary guarantors listed in the Registration Statement and U.S. Bank National Association, as trustee.

In connection with this Opinion Letter, we have examined copies or originals of such documents, resolutions, certificates and instruments of the Guarantor as we have deemed necessary to form a basis for the opinions hereinafter expressed. In addition, we have reviewed certificates of public officials, statutes, records and other instruments and documents as we have deemed necessary to form a basis for the opinions hereinafter expressed.

In our examination, we have assumed, without independent investigation, (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and (v) the authenticity of the originals of such latter documents. With regard to certain factual matters, we have relied, without independent investigation or verification, upon statements and representations of representatives of the Guarantor.

Based upon the foregoing, and subject to the exceptions, limitations, and qualifications set forth below, we are of the opinion that:

1. The Guarantor is validly existing as a limited partnership in the State of Texas and has all requisite power and authority, limited partnership or otherwise, to conduct its business as currently conducted, to own its properties, and to execute, deliver and perform all of its obligations under the Guarantee to be issued by it (the "Guarantee").

2. The Guarantor has duly authorized, executed and delivered the Indenture.

3. The execution and delivery by the Guarantor of the Indenture and the Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary limited partnership or other action and do not and will not (i) require any further consent or approval of its partners, or (ii) violate any provision of any law, rule or regulation of the State of Texas or, to our knowledge, any order, writ, judgment, injunction, decree, determination, or award presently addressed to and binding on Guarantor which violation would impair its ability to perform its obligations under the Guarantee, or (iii) violate its certificate of limited partnership or limited partnership agreement.

The opinions expressed herein are subject to the following exceptions, limitations, and qualifications:

A. We are members of the Bar of the State of Texas. In rendering the foregoing opinions, we express no opinion as to the effect (if any) of laws of any jurisdiction except those of the State of Texas. Our opinions are rendered only with respect to such laws, and the rules, regulations, and orders thereunder that are currently in effect, and we disclaim any obligation to advise you of any change in law or fact. We express no opinion as to the enforceability of the Indenture or the Guarantee.

B. This opinion letter has been prepared and furnished for your use in connection with the Registration Statement and may not be relied upon for any other purpose. We expressly permit Paul, Hastings, Janofsky & Walker LLP to rely on this opinion for the purpose of giving its legal opinion in connection with the Registration Statement. The opinion speaks as to the date hereof. We assume no obligation to advise you of any changes in the forgoing subsequent to the effectiveness of the Registration Statement.

C. We hereby consent to the references in the Registration Statement to our Firm under the caption "Legal Matters" and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

		Very truly yours,
		GARDERE WYNNE SEWELL LLP
		By:	/s/ DAVID. R. EARHART David R. Earhart, Partner

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Exhibit 5.9

[Letterhead of Paul, Hastings, Janofsky & Walker LLP]

September 12, 2005

Pamela A. Long
Brigitte Lippmann
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010

Re:: Beazer Homes USA, Inc.
Form S-4 filed August 3, 2005
File No. 333-127165

Dear Ms. Long and Ms. Lippmann:

On behalf of our client Beazer Homes USA, Inc., a Delaware corporation (the "Issuer") and the Subsidiary Guarantors referenced in the Form S-4 referenced above (each, a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors"), we are submitting the Issuer's response to Staff comments conveyed in the Staff comment letter dated August 17, 2005. This letter is submitted along with Amendment No. 1 to the Registration Statement on Form S-4 of the Issuer (the "S-4") for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $350,000,000 aggregate principal amount of the Issuer's 6.875% Senior Notes due 2015 (the "New Notes") and guarantees thereof by the Subsidiary Guarantors (the "New Guarantees") issuable in exchange for the Issuer's existing 6.875% Senior Notes due 2015 and the related guarantees thereof by the Subsidiary Guarantors, which were offered and sold in a transaction exempt from registration under the Securities Act. Amendment No. 1 to the S-4 was transmitted for filing to the Commission via Edgar on the date hereof.

Please note that we have been advised by the Issuer and the Subsidiary Guarantors that (i) the Issuer is registering the New Notes, and the Subsidiary Guarantors are registering the New Guarantees in reliance on the Staff positions enunciated in Exxon Capital Holdings Corp. (available April 13, 1989), Morgan Stanley & Co. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), (ii) none of the Issuer, any Subsidiary Guarantor nor any affiliate of the Issuer or any Subsidiary Guarantor has entered into any agreement or understanding with any person to distribute the New Notes and the New Guarantees thereof and (iii) to the best of the Issuer's and each Subsidiary Guarantor's information and belief, each person participating in the Exchange Offer is acquiring the New Notes and the New Guarantees thereof in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes and the New Guarantees thereof to be received in the exchange offer. In this regard, we have been advised by the Issuer that the Issuer will make each person participating in the exchange offer aware (through the prospectus included in the S-4 (the "Prospectus")) that if such person is participating in the exchange offer for the purpose of distributing the New Notes and the New Guarantees thereof to be acquired in the exchange offer, such person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K. We have also been advised by the Issuer that it (i) will make each person participating in the Exchange Offer aware (through the Prospectus) that any broker-dealer who holds original notes and original guarantees acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes and New Guarantees in exchange for such original notes and original guarantees pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held

by the broker-dealer), in connection with any resale of such New Notes and New Guarantees and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision if the exchange offeree is a broker-dealer holding original notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes and New Guarantees received in respect of such original notes and original guarantees pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

With respect to the Staff comment letter, the individual responses of the Issuer to each of the Staff's comments are set forth below on the Issuer's behalf, together with the related comments. The headings and numbers of the responses coincide with the headings and comment numbers set forth in the comment letter.

General

1. Provide us with an executed supplemental letter that:

•: states you are registering the exchange offer in reliance upon the relevant Exxon Capital no-action letters, and
•: includes the representations substantially in the form set forth in the Morgan Stanley and Shearman & Sterling no-action letters.

Response: See representations provided above.

Legal Matters, Page 82

2.: Please revise to disclose that counsel will pass upon whether the notes and guarantees will be the binding obligations of the issuers.

Response: As was discussed with Ms. Lippmann, the Issuer will make the requested change in the final Prospectus filed pursuant to Rule 424(b) under the Securities Act, given that this is the only change required with respect to the prospectus. On behalf of the Issuer, we hereby represent that in the final Prospectus "Legal Matters" will be rewritten to read in its entirety as follows:

The enforceability of the new notes and the guarantees offered in this prospectus, the binding obligations of the Company and the Subsidiary Guarantors pertaining to such notes and guarantees and other matters will be passed upon for us by Paul, Hastings, Janofsky & Walker LLP. Certain legal matters as to guarantees given by the Subsidiary Guarantors will be passed upon by the following law firms: Tune, Entrekin & White, P.C.; Hogan & Hartson L.L.P.; Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.; Fossett & Brugger, Chartered; Young, Goldman & Van Beek, P.C.; Barnes & Thornburg LLP; Womble Carlyle Sandridge & Rice PLLC; and Gardere Wynne Sewell LLP.

Exhibit 5.1—Paul Hastings Legal Opinion

3.: You cannot assume provisions (ii) (as related to the non-Georgia/Delaware guarantors), (x) and (xi), but you can expressly rely on other opinions. Each such other opinion must reflect that you are permitted to rely on it.

Response: The referenced assumptions have been deleted from our opinion as requested. We have expressly indicated that, with respect to such information, we will rely on the other opinions filed as exhibits to the S-4, and each such opinion has now been revised to either reflect that we are permitted to rely on it or to include us as an addressee of the opinion.

4.: Please delete as inappropriate provision (ix). Furthermore, the opinion already contains a bankruptcy exception and equitable principles limitation.

Response: The assumption has been deleted from our opinion as requested.

5.: Since you say the Guarantees will constitute "valid" and binding obligations of the Non-Georgia/Delaware Guarantors, you should use the same language in paragraph 3.

Response: We believe that the language in paragraph 3 is accurate and that the referenced language has been inadvertently omitted from paragraphs 1 and 2. Paragraphs 1 and 2 have been revised so that now all opinions provide that the notes and the guarantees constitute "valid and binding" obligations.

6.: In the penultimate paragraph, either remove the words "as of the date hereof" or refile an opinion on the day you want the registration statement to go effective. Please make similar revisions in Exhibits 5.2 through 5.9.

Response: As we discussed with Ms. Lippmann, each opinion has been revised to provide as follows: "This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinon speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement."

7.: You can limit reliance with regard to purpose, but not person. Please revise. This comment also applies to Exhibits 5.3, 5.4, 5.5 and 5.8.

Response: The limitation on reliance by other persons has been removed. Please see the language quoted in response to item 6. The language has been revised as noted with respect to our opinion and the opinions provided at Exhibits 5.3, 5.4, 5.5 and 5.8.

8.: Where counsel refers to the Delaware General Corporation Law, counsel should confirm supplementally that it does not intend to exclude the Delaware Constitution and reported judicial decisions interpreting these laws. Counsel should file this correspondence on EDGAR., as it will be a part of the Commission's official file regarding this registration statement. See Section VIII.A.14 of our November 14, 2000 Current Issues Outline.

Response: Please note that the requested confirmation has been included in the body of our opinion on page 3.

Exhibit 5.3—Hogan & Hartson Opinion

9.: Please delete as inappropriate provisions (i)—(iv).
10.: Please delete as inappropriate the qualification that counsel expresses no opinion on antitrust, unfair competition, banking or tax laws or regulations.
11.: Please delete the words "in our experience" from the 6^th paragraph. This comment also applies to exception D in Exhibit 5.4.

Response: Each of the assumptions and other language referenced in comments 9, 10 and 11 related to Hogan & Hartson's opinion that the transactions would not conflict with applicable law. This opinion has been removed from their opinion letter and thus the referenced assumptions have also been removed. The language noted in comment 11 has also been removed from Exhibit 5.4.

12.: The opinion that the guarantor is validly existing and in good standing should be as of the effective date. This comment also applies to Exhibit 5.4.

Response: Both opinions have been revised to remove the limitation to the date of the certificate.

Exhibit 5.4—Gibbons Opinion

13.: Please delete as inappropriate the paragraph about the meaning of "knowledge." This comment also applies to Exhibit 5.5, 5.7, and 5.8.

Response: The paragraphs defining knowledge have been deleted from the referenced opinions.

14.: Please delete as inappropriate exception A. We would not object, however, if counsel carved-out federal and state blue sky securities law matters.

Response: Exception A, other than the carve-out of federal and state securities laws, has been deleted.

If you have any questions or comments regarding the responses set forth herein or the opinions refilled with the S-4, please contact the undersigned at 404-815-2287.

Otherwise, the Issuer respectfully requests that the responses be reviewed as expeditiously as possible so that it may commence the exchange offer.

Very truly yours,

/s/ ELIZABETH HARDY NOE

Elizabeth Hardy Noe
For Paul, Hastings, Janofsky & Walker LLP

cc:: James O'Leary
Ken Gary
Michael Chernick