Exhibit 5.2

 

March 31, 2026

Millrose Properties, Inc.

600 Brickell Avenue, Suite 1400

Miami, Florida 33131

 

Re:	Millrose Properties, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Millrose Properties, Inc., a Maryland corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to the Prospectus (each, a “Prospectus Supplement”), of an indeterminate aggregate amount of securities (the “Securities”) consisting of (a) shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), (b) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), (c) the Company’s debt securities in one or more series (the “Debt Securities”), (d) the Company’s depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”), (e) the Company’s warrants to purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the “Warrants”), and (f) the Company’s units consisting of Debt Securities, Common Stock, Preferred Stock and/or Warrants (the “Units”), or any combination of the foregoing, each on the terms to be determined at the time of each offering. This opinion is being furnished at the request of the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of (i) the form of the Indenture for the Debt Securities filed as Exhibit 4.2 to the Registration Statement to be entered into among the Company, and a trustee to be named in the applicable supplemental indenture (the “Trustee”), which provides that the form and terms of any series of Debt Securities to be issued under such Indenture will be established by, or pursuant to, a board resolution and set forth in an officers’ certificate or established in a supplemental indenture with respect to such Indenture (the “Indenture”) and (ii) such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed the existence and entity power of each party to any Instrument (defined below) referred to herein other than the Company. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.

Millrose Properties, Inc.

March 31, 2026

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

1. With respect to Securities constituting Debt Securities, when (i) the Company has taken all necessary corporate action to establish the form and terms of such Debt Securities and to authorize and approve the issuance of such Debt Securities, the terms of the offering thereof and related matters, (ii) the applicable Indenture in substantially the form filed as an exhibit to the Registration Statement and any officers’ certificate or supplemental indenture thereto relating to such Debt Securities have been duly authorized, executed and delivered by the parties thereto with the terms of such Debt Securities having been set forth in such Indenture or such an officers’ certificate or supplemental indenture delivered pursuant thereto, (iii) the Trustee under the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and (iv) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the terms of the Indenture and applicable officers’ certificate or supplemental indenture relating to such Debt Securities and any applicable definitive purchase, underwriting or similar agreement, or, if such Debt Securities are issuable upon exchange or conversion of Securities constituting Preferred Stock, the applicable certificate of designations therefor or, if such Debt Securities are issuable upon exercise of Securities constituting Warrants, the applicable Warrant Agreement therefor, in each case, against payment (or delivery) of the consideration therefor provided for therein, then such Debt Securities (including (a) any Debt Securities duly issued upon exchange or conversion of any Securities constituting Preferred Stock that are exchangeable for or convertible into Debt Securities or (b) any Debt Securities duly issued upon exercise of any Securities constituting any Warrants that are exercisable for Debt Securities) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. With respect to Securities constituting Depositary Shares, when (i) the Company has taken all necessary corporate action to authorize and approve the issuance of such Depositary Shares, the terms of the offering thereof and related matters, (ii) the Preferred Stock underlying such Depositary Shares has been duly deposited with the Depositary (defined below) under the applicable depositary agreement (the “Depositary Agreement”), and (iii) such Depositary Shares have been issued and delivered, with Depositary Receipts (defined below) representing such Depositary Shares having been duly executed, countersigned, registered and delivered in accordance with the terms of the Depositary Agreement and the terms of any applicable definitive purchase, underwriting or similar agreement or, if such Depositary Shares are issuable upon exchange or conversion of Securities constituting Debt Securities, the Indenture and applicable officers’ certificate or supplemental indenture therefor or, if such Depositary Shares are issuable upon exercise of Securities constituting Warrants, the applicable Warrant Agreement therefor, in each case, against payment (or delivery) of the consideration therefor provided for

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March 31, 2026

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therein, then such Depositary Shares (including any Depositary Shares duly issued (a) upon exchange or conversion of any Securities constituting Debt Securities that are exchangeable for or convertible into Depositary Shares or (b) upon exercise of any Securities constituting Warrants that are exercisable for Depositary Shares) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3. With respect to Securities constituting Warrants, when (i) the Company has taken all necessary corporate action to authorize and approve the issuance of such Warrants, the terms of the offering thereof and related matters and (ii) such Warrants have been duly executed, countersigned, issued and delivered in accordance with the terms of the applicable warrant agreement (the “Warrant Agreement”) and such authorization and approval relating to such Warrants and the terms of any applicable definitive purchase, underwriting or similar agreement, against payment (or delivery) of the consideration therefor provided for therein, then such Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. With respect to Securities constituting Units, when (i) the Company has taken all necessary corporate action to authorize and approve the issuance of such Units, the terms of the offering thereof and related matters, (ii) the actions with respect to each of the Securities comprising a part of such Units referred to in paragraph 1, 2, 3 above, as applicable, have been taken, and (iii) such Units have been duly issued and delivered, with certificates representing such Units having been duly executed, countersigned, issued and delivered in accordance with the terms of the applicable unit agreement (the “Unit Agreement” and, together with each Indenture, Warrant Agreement and Depositary Agreement, each, an “Instrument”) and such authorization and approval related to such Units and any applicable definitive purchase, underwriting or similar agreement, against payment (or delivery) of the consideration therefor provided for therein, then such Units will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

 

A.

We have assumed that, in the case of each offering and sale of Securities (including, in the case of any offering or sale of Units, with respect to such Units and each of the Debt Securities or Warrants comprising part of such Units):

 

(i)

the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act and, if such Securities constitute Debt Securities, a Form T-1 application to determine eligibility of the Trustee pursuant to Section 305(b)(2) of the TIA and the Indenture will have been filed with the Commission and the Indenture will have been qualified under the TIA and such effectiveness or qualification shall not have been terminated or rescinded;

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March 31, 2026

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(ii)

a Prospectus Supplement will have been prepared and filed with the SEC describing each series of Debt Securities or Securities constituting Depositary Shares, Warrants or Units;

 

(iii)

each series of Debt Securities or Securities constituting Depositary Shares, Warrants or Units will have been issued and sold in compliance with applicable United States federal and state securities Laws (defined below) and pursuant to and in the manner stated in the Registration Statement and the applicable Prospectus Supplement;

 

(iv)

unless such Securities constitute (a) Debt Securities issuable upon exchange or conversion of Securities constituting Preferred Stock, (b) Depositary Shares issuable upon exchange or conversion of Securities constituting Debt Securities or (c) Debt Securities or Depositary Shares issuable upon exercise of Securities constituting Warrants, a definitive purchase, underwriting or similar agreement with respect to the issuance and sale of each series of Debt Securities or Securities constituting Depositary Shares, Warrants or Units will have been duly authorized, executed and delivered by the Company and the other parties thereto;

 

(v)

at the time of the issuance of each series of Debt Securities or Securities constituting Depositary Shares, Warrants or Units, the Company (a) will validly exist and be duly qualified and in good standing under the Laws of its jurisdiction of incorporation and (b) will have the necessary corporate power and due authorization, and the Articles of Amendment and Restatement and Amended and Restated Bylaws of the Company will be in full force and effect and will not have been amended, restated, supplemented or otherwise altered, and there will have been no authorization of any such amendment, restatement, supplement or other alteration since the date hereof;

 

(vi)

the terms of each series of Debt Securities or Securities constituting Depositary Shares, Warrants or Units and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of, (a) the Articles of Amendment and Restatement and Amended and Restated Bylaws of the Company, (b) any applicable Law or any agreement or instrument binding upon the Company, (c) any requirement or restriction imposed by any court or governmental or regulatory body, including any securities exchange on which the securities of the Company are listed for trading, having jurisdiction over the Company and (d)(1) if such Securities constitute Debt Securities exchangeable for or convertible into, or Warrants exercisable for, Preferred Stock, the applicable certificate of designations and the applicable approval and authorization of the Company relating to such Preferred Stock, (2) if such Securities constitute Debt Securities

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March 31, 2026

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exchangeable for or convertible into, or Warrants exercisable for, Debt Securities, the applicable Indenture and officers’ certificate or supplemental indenture and the applicable approval and authorization of the Company relating to such Debt Securities, (3) if such Securities constitute Depositary Shares or Debt Securities exchangeable for or convertible into, or Warrants exercisable for, Depositary Shares, the applicable Depositary Agreement and the applicable approval and authorization of the Company relating to such Depositary Shares, (4) if such Securities constitute Warrants, the applicable Warrant Agreement therefor and the applicable approval and authorization of the Company relating to such Warrants, and (5) if such Securities constitute Units, the applicable Unit Agreement and the applicable approval and authorization of the Company relating to such Units;

 

(vii)

if such Securities constitute Depositary Shares in respect of underlying Preferred Stock, (a) sufficient shares of Preferred Stock, as applicable, will be authorized for issuance under the Articles of Amendment and Restatement of the Company that have not otherwise been issued or reserved or otherwise committed for issuance and (b) the consideration for the issuance and sale of such Depositary Shares established by the Board of Directors and provided for in the applicable definitive purchase, underwriting or similar agreement providing for the issuance and sale thereof by the Company (or, if (1) such Depositary Shares are issuable upon exchange or conversion of Securities constituting Debt Securities, the applicable Indenture and officers’ certificate or supplemental indenture relating to such Debt Securities or (2) such Depositary Shares are issuable upon exercise of Securities constituting Warrants, the applicable Warrant Agreement therefor) will not be less than the par value of such Preferred Stock or the Preferred Stock underlying such Depositary Shares, as applicable;

 

(viii)

if (a) such Securities constitute Depositary Shares issuable upon exchange or conversion of Securities constituting Debt Securities, the actions with respect to such Debt Securities referred to in paragraph 1 above will have been taken or (b) such Securities constitute Debt Securities or Depositary Shares issuable upon exercise of Securities constituting Warrants, the actions with respect to such Warrants referred to in paragraph 3 above will have been taken;

 

(ix)

if (a) such Securities constitute Depositary Shares in respect of underlying Preferred Stock that is exchangeable for or convertible into Securities constituting Debt Securities, the Company will have taken all necessary corporate action to authorize and approve the issuance of such Debt Securities upon exchange or conversion of such Preferred Stock, the terms

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March 31, 2026

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of such exchange or conversion and related matters and, (b) such Securities constitute Debt Securities that are exchangeable for or convertible into Securities constituting Common Stock, Preferred Stock or Depositary Shares, the Company will have then taken all necessary corporate action to authorize and approve the issuance of such Common Stock, Preferred Stock or Depositary Shares upon exchange or conversion of such Debt Securities (including, in the case of Preferred Stock, the filing of a certificate of designations respecting such Preferred Stock with the Secretary of State of the State of Maryland), the terms of such exchange or conversion and related matters and, in the case of Common Stock or Preferred Stock, to reserve such Common Stock or Preferred Stock for issuance upon such exchange or conversion, or (c) such Securities constitute Warrants that are exercisable for Securities constituting Common Stock, Preferred Stock, Debt Securities or Depositary Shares, the Company will have taken all necessary corporate action to authorize and approve the issuance of such Common Stock, Preferred Stock, Debt Securities or Depositary Shares upon the exercise of such Warrants (including, in the case of Preferred Stock, the filing of a certificate of designations respecting such Preferred Stock with the Secretary of State of the State of Maryland), the terms of such exercise and related matters and, in the case of Common Stock or Preferred Stock, to reserve such Common Stock or Preferred Stock for issuance upon such exercise;

 

(x)

if such Securities constitute (or constitute Preferred Stock exchangeable for or convertible into, or Warrants exercisable for) Debt Securities, the officers’ certificate setting forth, or supplemental indenture establishing, any terms of such Debt Securities different from those in the related Indenture shall not include any provision that is unenforceable against the Company;

 

(xi)

if such Securities constitute (or constitute Debt Securities exchangeable for or convertible into, or Warrants exercisable for) Depositary Shares, the Depositary Agreement related to such Depositary Shares and the related receipts evidencing such Depositary Shares (“Depositary Receipts”) shall not include any provision that is unenforceable against the Company and will have been duly authorized, executed and delivered by the Company and a bank or trust company, as depositary (the “Depositary”), to be selected by the Company;

 

(xii)

if such Securities constitute Warrants, the Warrant Agreement related to such Warrants shall not include any provision that is unenforceable against the Company and will have been duly authorized, executed and delivered by the Company and a bank or trust company, as warrant agent, to be selected by the Company;

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March 31, 2026

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(xiii)

if such Securities constitute Units, the Unit Agreement relating to such Units shall not include any provision that is unenforceable against the Company and will have been duly authorized, executed and delivered by the Company and any other party thereto; and

 

(xiv)

if such Securities constitute Debt Securities, Depositary Shares, Warrants, or Units, the applicable Instrument and, if such Securities constitute Debt Securities exchangeable for or convertible into, or Warrants exercisable for, Depositary Shares, the Depositary Agreement related to such Depositary Shares and, if such Securities constitute Units, the Unit Agreement related to such Units will constitute the legal, valid and binding obligation of each party thereto other than the Company, enforceable against each such party in accordance with its terms and shall purport to be governed by the laws of the State of New York.

 

B.

We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of (i) the federal Laws of the United States and (ii) the Laws of the State of New York.

 

C.

The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” 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 Act and the rules and regulations thereunder.