As filed with the Securities and Exchange Commission on June 3, 2005

Lennar Corporation

Co-registrants are listed on the following pages.
(Exact Name of Registrant as Specified in Its Charter)

with copies to:
David W. Bernstein, Esq.
Kathleen Werner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019

Approximate date of commencement of proposed sale to the public: From time-to-time after the effective date of this Registration Statement.

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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act, this Registration Statement also relates to the remaining unsold $320,000,000 of securities previously registered by the Registrant on Registration Number 333-65244, filed with the Securities and Exchange Commission on October 9, 2001.

The following direct and indirect subsidiaries of the registrant may guarantee the debt securities and are co-registrants under this registration statement:

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where such offer or sale it is not permitted.

Subject To Completion Dated June 3, 2005

PROSPECTUS

$1,000,000,000

Class A Common Stock
Class B Common Stock
Preferred Stock
Participating Preferred Stock
Depositary Shares
Debt Securities
Warrants

     We may from time-to-time offer our Class A common stock, Class B common stock, preferred stock (which we may issue in one or more series), participating preferred stock, depositary shares representing shares of preferred stock, debt securities (which we may issue in one or more series and which may or may not be guaranteed by some or all of our subsidiaries, other than our subsidiaries which are mortgage or title insurance companies) or warrants entitling the holders to purchase Class A common stock, Class B common stock, preferred stock, participating preferred stock, depositary shares or debt securities, at an aggregate initial offering price which will not exceed $1,000,000,000. We will determine when we sell securities, the amounts of securities we will sell and the prices and other terms on which we will sell them. We may sell securities to or through underwriters, through agents or directly to purchasers.

     We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of particular securities which we offer in the future. We may describe the terms of those securities in a term sheet which will precede the prospectus supplement. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. Any securities we may offer in the future in a prospectus supplement may not be sold until the registration statement that includes this prospectus becomes effective.

     In each prospectus supplement we will include the following information:

     Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEN” and our Class B common stock is listed on the New York Stock Exchange under the symbol “LEN.B.”

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                   .

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf registration process, we may, from time-to-time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this registration statement, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, the information incorporated by reference into this prospectus and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

     No person has been authorized to provide you with any information or to make any representations, other than the information and representations contained in this prospectus and any prospectus supplement. If provided or made, that information or those representations may not be relied upon as having been authorized by us. This prospectus and any prospectus supplement does not constitute an offer to or solicitation of any person in any jurisdiction in which such an offer or solicitation would be unlawful.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and the documents incorporated by reference into this prospectus are “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described under the caption “Risk Factors Relating to Our Business” in Item 1 of our Annual Report on Form 10-K for our fiscal year ended November 30, 2004, which is incorporated into this prospectus by reference, and other factors that may be included in a prospectus supplement or in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements.

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LENNAR CORPORATION

     We are one of the nation’s largest homebuilders and a provider of financial services. Our homebuilding operations include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through unconsolidated entities in which we have investments. Our financial services operations provide mortgage financing, title insurance, closing services and insurance agency services for both buyers of our homes and others. We sell substantially all of the loans that we originate in the secondary mortgage market. Through our financial services operations, we also provide high-speed Internet and cable television services to residents of communities we develop and to others.

      We are a Delaware corporation. Our principal offices are located at 700 Northwest 107th Avenue, Miami, Florida 33172. Our telephone number at these offices is (305) 559-4000. Our website address is www.lennar.com. The information on our website is not part of this prospectus.

USE OF PROCEEDS

     Except as may be set forth in a prospectus supplement, we intend to add the net proceeds from sales of securities to our general corporate funds, which we may use to repay indebtedness, including indebtedness of our wholly-owned subsidiaries, for acquisitions, or for other general corporate purposes. We are always looking at the possibility of acquiring homebuilders and other companies. However, we currently have no agreements or understandings regarding any significant transactions, and it is possible we will not enter into any significant transactions in the near future.

RATIO OF EARNINGS TO FIXED CHARGES

     For the purpose of calculating the ratio of earnings to fixed charges, “earnings” consist of income from continuing operations before income taxes plus “fixed charges” and certain other adjustments. “Fixed charges” consist of interest incurred on all indebtedness related to continuing operations (including amortization of original issue discount), and the implied interest component of our rent obligations.

     There was no preferred stock or participating preferred stock outstanding for any of the periods shown above. Accordingly, the ratio of earnings to combined fixed charges and preferred stock and participating preferred stock dividends was identical to the ratio of earnings to fixed charges.

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DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities under either (a) an indenture dated as of June 25, 2004 with U.S. Bank Trust, National Association, as trustee, or (b) an indenture dated as of December 31, 1997, with J.P. Morgan Trust Company, National Association (as successor to First National Bank of Chicago, National Association) as trustee. Both of these indentures are included as exhibits to the registration statement of which this prospectus forms a part. We may supplement either of these indentures from time to time. The following paragraphs describe some of the provisions of the indentures, however specific terms applicable to debt securities may be set forth in supplemental indentures and described in the prospectus supplement related to the securities being offered by that prospectus supplement. The terms applicable to specific debt securities may differ materially from the description set forth below. Therefore, you should read the indenture, as well as any applicable supplemental indenture, before investing in our debt securities.

General

     The debt securities will be direct obligations of our company and may be either senior debt securities or subordinated debt securities. Some or all of the co-registrants (each of which is our direct or indirect subsidiary) under the registration statement which includes this prospectus, may guaranty our payment of debt securities issued under this prospectus. In addition, the debt securities may be secured by the shares of some or all of our subsidiaries. The indentures do not limit the principal amount of debt securities that we may issue. We may issue debt securities in one or more series. A supplemental indenture will set forth specific terms of each series of debt securities. There will be prospectus supplements relating to any particular series of debt securities that we may offer under this prospectus. Each prospectus supplement will describe:

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     Neither indenture contains any restrictions on the payment of dividends or the repurchase of our securities or any financial covenants. However, supplemental indentures relating to particular series of debt securities may contain provisions of that type.

     We may issue debt securities at a discount from, or at a premium to, their stated principal amount. A prospectus supplement may describe federal income tax considerations and other special considerations applicable to a debt security issued with original issue discount or at a premium.

     If the principal of, premium, if any, or interest, if any, with regard to any series of debt securities is payable in a foreign currency, then in the prospectus supplement relating to those debt securities, we will describe any restrictions on currency conversions, tax considerations or other material restrictions with respect to that issue of debt securities.

Form of Debt Securities

     We may issue debt securities in certificated or uncertificated form, in registered form with or without coupons or in bearer form with coupons, if applicable.

     We may issue debt securities of a series in the form of one or more global certificates evidencing all or a portion of the aggregate principal amount of the debt securities of that series. We may deposit the global certificates with depositaries, and the certificates may be subject to restrictions upon transfer or upon exchange for debt securities in individually certificated form.

Events of Default and Remedies

     The events of default with respect to each series of debt securities will include:

Supplemental indentures relating to particular series of debt securities may include other events of default.

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     Each indenture provides that the trustee may withhold notice to the holders of any series of debt securities of any default (except a default in payment of principal, premium, if any, or interest, if any) if the trustee considers it in the interest of the holders of the series to do so.

     Each indenture provides that if any event of default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the series of debt securities then outstanding may declare the principal of and accrued interest, if any, on all the debt securities of that series to be due and payable immediately. However, if we cure all defaults (except the failure to pay principal, premium or interest which becomes due solely because of the acceleration) and certain other conditions are met, that declaration may be annulled and past defaults may be waived by the holders of a majority in principal amount of the series of debt securities then outstanding.

     The holders of a majority of the outstanding principal amount of a series of debt securities will have the right to direct the time, method and place of conducting proceedings for any remedy available to the trustee, subject to certain limitations specified in the indenture.

     A prospectus supplement will describe any additional or different events of default which apply to any series of debt securities.

Modification of an Indenture

     We and the trustee under an indenture may:

     However, we may not:

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Mergers and Other Transactions

     We may not consolidate with or merge into any other entity, or transfer or lease our properties and assets substantially as an entirety to another person, unless (1) the entity formed by the consolidation or into which we are merged, or which acquires or leases our properties and assets substantially as an entirety, assumes by a supplemental indenture all our obligations with regard to outstanding debt securities and our other covenants under the indenture, and (2) with regard to each series of debt securities, immediately after giving effect to the transaction, no event of default, with respect to that series of debt securities, and no event which would become an event of default, will have occurred and be continuing.

Concerning the Trustee

     U.S. Bank Trust, National Association and J.P. Morgan Trust Company, National Association, the trustees under the indentures, or their affiliates, provide, and may continue to provide, loans and banking services to us in the ordinary course of their businesses.

Governing Law

     Both of the indentures, each supplemental indenture, and the debt securities issued under those documents will be governed by, and construed in accordance with, the laws of New York State.

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

     Our authorized capital stock consists of 300,000,000 shares of Class A common stock, $0.10 par value, 90,000,000 shares of Class B common stock, $0.10 par value, 100,000,000 shares of participating preferred stock, $0.10 par value, and 500,000 shares of preferred stock, $10.00 par value. At April 30, 2005, we had 121,770,637 shares of Class A common stock and 32,720,264 shares of Class B common stock outstanding and no shares of preferred stock or participating preferred stock outstanding.

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Class A and Class B Common Stock

     All the outstanding shares of our Class A and Class B common stock are fully paid and nonassessable and are entitled to participate equally and ratably in dividends and in distributions available for the common stock on liquidation. The transfer agent and registrar for the Class A and Class B common stock is EquiServe Trust Company, a wholly-owned subsidiary of EquiServe Limited Partnership of Canton, Massachusetts.

     Our Class B common stock is identical in every respect with our Class A common stock, except that (a) each share of Class B common stock is entitled to ten votes on each matter submitted to the vote of the common stockholders, while each share of Class A common stock is entitled to one vote, (b) amendments to provisions of our Certificate of Incorporation relating to the Class A common stock or the Class B common stock require the approval of a majority of the shares of Class A common stock which are voted with regard to them (as well as approval of a majority in voting power of all the outstanding Class A and Class B common stock combined), and (c) under Delaware law, certain matters affecting the rights of holders of Class B common stock may require approval of the holders of the Class B common stock voting as a separate class.

     At November 30, 2004, Stuart A. Miller, our President and Chief Executive Officer, had voting power, through family-owned entities and personal holdings, of Class A and Class B common stock that would entitle Mr. Miller to cast approximately 47% of the votes that may be cast by the holders of our outstanding Class A and Class B common stock combined. That gives significant influence to Mr. Miller in electing our directors and approving most matters that are presented to our stockholders. Mr. Miller’s voting power might discourage someone from acquiring us or from making a significant equity investment in us, even if we needed the investment to meet our obligations and to operate our business. Also, because of his voting power, Mr. Miller may be able to authorize actions in matters that are contrary to our other stockholders’ desired actions or interests.

Preferred Stock

     We may issue preferred stock in series with any rights and preferences which may be authorized by our board of directors. We will distribute a prospectus supplement with regard to each series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:

     Holders of shares of preferred stock will not have preemptive rights.

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DESCRIPTION OF PARTICIPATING PREFERRED STOCK

     Our participating preferred stock is identical with the Class A common stock in every way, except that (a) no dividends may be paid with regard to the Class A and Class B common stock in a calendar year until the holders of the participating preferred stock have received a total of $.0125 per share, then no dividends may be paid in that year with regard to the participating preferred stock until the holders of the Class A and Class B common stock have received dividends totaling $.0125 per share, and then any additional dividends in the year will be paid on an equal per share basis to the holders of the participating preferred stock and of the Class A and Class B common stock, (b) if we are liquidated, none of our assets may be distributed to the holders of the Class A and Class B common stock until the holders of the participating preferred stock have received assets totaling $10 per share, then no assets may be distributed to the holders of the participating preferred stock until the holders of the Class A and Class B common stock have received assets totaling $10 per share, and then any further liquidating distributions will be made on an equal per share basis to the holders of the participating preferred stock and of the Class A and Class B common stock, and (c) holders of participating preferred stock will vote separately on corporate actions which would change the participating preferred stock or would cause the holders of the participating preferred stock to receive consideration in a merger or similar transaction which is different from the consideration received by the holders of the Class A and Class B common stock.

DESCRIPTION OF DEPOSITARY SHARES

     We may issue depositary receipts representing interests in shares of particular series of preferred stock which are called depositary shares. We will deposit the preferred stock of a series which is the subject of depositary shares with a depositary, which will hold that preferred stock for the benefit of the holders of the depositary shares, in accordance with a deposit agreement between the depositary and us. The holders of depositary shares will be entitled to all the rights and preferences of the preferred stock to which the depositary shares relate, including dividend, voting, conversion, redemption and liquidation rights, to the extent of their interests in that preferred stock.

     While the deposit agreement relating to a particular series of preferred stock may have provisions applicable solely to that series of preferred stock, all deposit agreements relating to preferred stock we issue will include the following provisions:

     Dividends and Other Distributions. Each time we pay a cash dividend or make any other type of cash distribution with regard to preferred stock of a series, the depositary will distribute to the holder of record of each depositary share relating to that series of preferred stock an amount equal to the dividend or other distribution per depositary share the depositary receives. If there is a distribution of property other than cash, the depositary either will distribute the property to the holders of depositary shares in proportion to the depositary shares held by each of them, or the depositary will, if we approve, sell the property and distribute the net proceeds to the holders of the depositary shares in proportion to the depositary shares held by them.

     Withdrawal of Preferred Stock. A holder of depositary shares will be entitled to receive, upon surrender of depositary receipts representing depositary shares, the number of shares of the applicable series of preferred stock, and any money or other property to which the depositary shares relate.

     Redemption of Depositary Shares. Whenever we redeem shares of a series of preferred stock held by a depositary, the depositary will be required to redeem, on the same redemption date, depositary shares constituting, in total, the number of shares of that series held by the depositary which we redeem, subject to the depositary’s receiving the redemption price of those shares. If fewer than all the depositary shares relating to a series are to be redeemed, the depositary shares to be redeemed will be selected by lot or by another method we determine to be equitable.

     Voting. Any time we send a notice of meeting or other materials relating to a meeting to the holders of a series of preferred stock to which depositary shares relate, we will provide the depositary with sufficient copies of those materials so they can be sent to all holders of record of the applicable depositary shares, and the depositary will send those materials to the holders of record of the depositary shares on the record date for the meeting. The depositary will solicit voting instructions from holders of depositary shares, and will vote or not vote the preferred stock to which the depositary shares relate in accordance with those instructions.

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LEGAL MATTERS

     Clifford Chance US LLP will pass upon the validity of any securities we offer by this prospectus and any prospectus supplement. If the validity of any securities is also passed upon by counsel for underwriters participating in an offering of securities offered by this prospectus and any prospectus supplement, the underwriters’ counsel will be named in the prospectus supplement relating to that offering.

EXPERTS

     The consolidated financial statements, the related consolidated financial statement schedule, and management’s report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other materials with the Securities and Exchange Commission. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, including us, that file documents electronically with the SEC. The address of that site is www.sec.gov. Reports, proxy statements and other information we file also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 or at our website at www.lennar.com. The information on our website is not part of this prospectus.

     We have filed with the SEC a registration statement under the Securities Act that registers the distribution of the securities offered by this prospectus and any prospectus supplement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities being offered. This prospectus, which forms part of the registration statement, omits some of the information contained in the registration statement in accordance with the rules and regulations of the SEC. Reference is hereby made to the registration statement and related exhibits for further information with respect to us and the securities offered by this prospectus and any prospectus supplement. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. Also, the legal and accounting fees do not include expenses of preparing prospectus supplements and other expenses relating to offerings of particular securities.

Item 15. Indemnification of Directors and Officers.

     As permitted by Section 145 of the General Corporation Law of Delaware, our Certificate of Incorporation provides that an officer, director, employee or agent of our company is entitled to be indemnified for the expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him by reason of any action, suit or proceeding brought against him by virtue of his acting as such officer, director, employee or agent, provided he acted in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that in any action or suit by or in the right of our company that person shall be indemnified only for the expenses actually and reasonably incurred by him and, if that person shall have been adjudged to be liable for negligence or misconduct, he shall not be indemnified unless and only to the extent that a court of appropriate jurisdiction shall determine that such indemnification is fair and reasonable.

Item 16. Exhibits.

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Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof; and

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     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

     (5) That, (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective and (ii) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (6) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions of our Certificate of Incorporation, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and we will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Miami, State of Florida, on June 3, 2005.

    The following co-registrants are direct and indirect subsidiaries of the registrant that may guarantee debt securities that may be offered under this registration statement from time-to-time:

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Name of Co-Registrant

Coto de Caza, Ltd.
Country Club Development at the Fort, LLC
Coventry L.L.C.
DCA Homes NJ Realty, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
E.M.J.V. Corp.
Enclave Land, L.L.C.
ERMLOE, LLC

S-2

Name of Co-Registrant

Impressions L.L.C.
Inactive Corporations, Inc.
Kings Lake TH, LLC
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Landmark Homes, Inc.
Laureate Homes of Arizona, Inc.
Legacy Homes, Inc.
Legends Club, Inc.
Legends Golf Club, Inc.
LENH I, LLC
Lennar Acquisition Corp. II
Lennar Americanos Douglas, LLC
Lennar Associates Management, LLC
Lennar Associates Management Holding Company
Lennar Aviation, Inc.
Lennar Carolina, Inc.
Lennar Central Park, LLC
Lennar Central Region Sweep, Inc.
Lennar Chicago, Inc.
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Communities of Florida, Inc.
Lennar Communities of South Florida, Inc.
Lennar Construction, Inc.
Lennar Coto Holdings, L.L.C.
Lennar Developers, Inc.
Lennar Developers, Inc. II
Lennar Developers, Inc. III
Lennar Family of Builders GP, Inc.
Lennar Family of Builders Limited Partnership
Lennar Financial Services, LLC
Lennar Funding, LLC
Lennar Fresno, Inc.
Lennar Hingham JV, LLC
Lennar Homes, Inc.
Lennar Homes Holding Corp.
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar Homes of Texas Land and Construction, Ltd.
Lennar Homes of Texas Sales and Marketing, Ltd.
Lennar Houston Land, LLC
Lennar Imperial Holdings Limited Partnership
Lennar La Paz, Inc.
Lennar La Paz Limited, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Long Beach Promenade Partners, LLC
Lennar Massachusetts Properties, Inc.
Lennar Meridian Hills Partners, LLC
Lennar Military Housing, Inc.
Lennar Nevada, Inc.
Lennar Northeast Properties, Inc.
Lennar New Jersey Properties, Inc.
Lennar Northland I, Inc.

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Name of Co-Registrant

Lennar Northland II, Inc.
Lennar Northland III, Inc.
Lennar Northland IV, Inc.
Lennar Northland V, Inc.
Lennar Northland VI, Inc.
Lennar Northpointe North, LLC
Lennar Pacific, Inc.
Lennar Pacific, L.P.
Lennar Pacific Properties, Inc.
Lennar Pacific Properties Management, Inc.
Lennar Port Imperial South Building 10, LLC
Lennar Port Imperial South Building 12, LLC
Lennar Port Imperial South Limited Partnership
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Reno, LLC
Lennar Riverside West Holdings, LLC
Lennar Riverside West Limited Partnership
Lennar Riverside West Urban Renewal Company, LLC
Lennar Sacramento, Inc.
Lennar Sales Corp.
Lennar San Jose Holdings, Inc.
Lennar Seaport Partners, LLC
Lennar Southland I, Inc.
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Sun Ridge, LLC
Lennar Texas Holding Company
Lennar Trading Company, LP
Lennar.Com, Inc.
Lennar-Kings Lake, Inc.
Lennar-Lantana Boatyard, Inc.
Lennarstone Marketing Group, LLC
LFS Holding Company, LLC
LH Eastwind, LLC
LHI Renaissance, LLC
LLT, LLC
LN, LLC
Long Point Development Corporation
Lorton Station, LLC
Lucerne Merged Condominiums, Inc.
Lundgren Bros. Construction, Inc.
M.A.P. Builders, Inc.
Madrona Village L.L.C.
Marble Mountain Partners, LLC
Marlborough Development Corporation
Mid-County Utilities, Inc.
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo 12S Venture, LP
Mission Viejo Holdings, Inc.
Moffett Meadows Partners, LLC
New Home Brokerage, Inc.

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Name of Co-Registrant

North County Land Company, LLC
Northbridge L.L.C.
Northeastern Properties LP, Inc.
Northern Land Company, LLC
Northgate Highlands Development II, LLC
NuHome Designs, L.L.C.
Oceanpointe Development Corporation
Orrin Thompson Construction Company
Orrin Thompson Homes Corp.
Paparone Construction Co.
Parc Chestnut L.L.C.
Parkside Estates L.L.C.
Patriot Homes, Inc.
Patriot Homes of Virginia, Inc.
Placer Vineyards, LLC
Polygon La Paz Associates
Providence Glen L.L.C.
Rancho Summit, LLC
Rivenhome Corporation
Riviera Land Corp.
RRKTG Lumber, LLC
Rutenberg Homes, Inc. (FL)
Rutenberg Homes of Texas, Inc.
S. Florida Construction, LLC
S. Florida Construction II, LLC
S. Florida Construction III, LLC
Savell Gulley Development Corporation
SEA Joint Venture, LLC
SFHR Management, L.L.C.
Silver Lakes-Gateway Clubhouse, Inc.
Sonoma L.L.C.
South Park Development, LLC
Spanish Springs Development, LLC
Stoney Corporation
Stoneybrook Golf Club, Inc.
Strategic Cable Technologies, L.P.
Strategic Holdings, Inc.
Strategic Technologies, Inc.
Strategic Technologies Communications of California, Inc.
Summerway Investment Corp.
Summerwood, L.L.C.
Summit Acquisition Corp.
Summit Enclave, L.L.C.
Summit Glen, L.L.C.
Summit Land, L.L.C.
Summit Ridge 23, L.L.C.
Summit Townes, L.L.C.
Summit-Meadowbrook, L.L.C.
Summit-Reserve, L.L.C.

S-5

Name of Co-Registrant

Sunstar Enterprises, LLC
The Club at Stoneybrook, Inc.
The Courts of Indian Creek L.L.C.
The Fortress Group, Inc.
The Grande By Lennar Builders, Inc.
The Sexton L.L.C.
Tustin Villas Partners, LLC
Tustin Vistas Partners, LLC
U.S. Home Associates Management, Inc.
U.S. Home Corporation
U.S. Home of Arizona Construction Co.
U.S. Home of West Virginia, Inc.
U.S. Home Realty, Inc. (TX)
U.S. Home Realty Corporation
U.S. Home Southwest Holding Corp.
U.S.H. Corporation of New York
U.S.H. Los Prados, Inc.
U.S.H. Realty, Inc.
University Community Partners, LLC
USH Acquisition Corp.
USH Apartments Corporation
USH Bickford, LLC
USH Equity Corporation
USH Heritage Pom, L.L.C.
USH Millennium Ventures Corp.
USH (West Lake), Inc.
USH Woodbridge, Inc.
USHHH, Inc.
Villages of Rio Pinar Club, Inc.
West Adams Street L.L.C.
West Chocolate Bayou Development Corp.
Westbrook Homes, LLC
Westchase, Inc.
Westchase, Ltd.
Weststone Corporation

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stuart A. Miller, Bruce E. Gross and Diane J. Bessette his or her true and lawful attorney-in-fact and agent, with full powers of substitution to sign for him or her and in his or her name any or all amendments (including post-effective amendments) to the registration statement to which this power of attorney is attached and to file those amendments and all exhibits to them and other documents to be filed in connection with them with the Securities and Exchange Commission.

     Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

On Behalf of Lennar Corporation:

S-7

S-8

On Behalf of the Following Co-Registrants:
Name of Co-Registrant

Acme Water Supply & Management Company (3)(11)(12)(13.1)(6.2)(2.3)
Aquaterra Utilities, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
B. Andrews & Co., Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Bayhome USH, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Boca Greens, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Boca Isles South Club, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Boggy Creek USH, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Bramalea California, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Bramalea California Properties, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Bramalea California Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Brazoria County LP, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Builders Acquisition Corp. (3)(11)(12)(13.1)(6.2)(2.3)
Builders LP, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Clodine-Bellaire LP, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Club Pembroke Isles, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Club Tampa Palms, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Hills, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Homes, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Lake, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Oaks, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Park, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Concord Pointe, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
DCA Homes NJ Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
DCA of Lake Worth, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
DCA of New Jersey, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
E.M.J.V. Corp. (3)(11)(12)(13.1)(6.2)(2.3)
F.P. Construction Corp. (3)(11)(12)(13.1)(6.2)(2.3)
Fidelity Guaranty and Acceptance Corporation (3)(11)(12)(10.1)(6.2)(2.3)
Fortress Management, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Fortress Mortgage, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Fortress Pennsylvania Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Fortress-Florida, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Genesee Communities I, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Genesee Communities III, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Grand Isle Club, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Greystone Construction, Inc. (5)(11)(14)(9.1)(17.2)(15.3)
Greystone Homes, Inc. (5)(11)(14)(9.1)(17.2)(15.3)
Greystone Homes of Nevada, Inc. (5)(11)(14)(8.1)(17.2)(15.3)
Harris County LP, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Heritage Harbour Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Heritage Housing Group, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Heritage USH, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Home Buyer’s Advantage Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Homecraft Corporation (3)(11)(12)(13.1)(6.2)(2.3)
Imperial Homes Corporation (3)(11)(12)(13.1)(6.2)(2.3)
Inactive Corporations, Inc. (3)(11)(12)(13.1)(6.2)(2.3)

S-9

Kings Ridge Golf Corporation (3)(11)(12)(13.1)(6.2)(2.3)
Kings Ridge Recreation Corporation (3)(11)(12)(13.1)(6.2)(2.3)
Kings Wood Development Corporation (3)(11)(12)(13.1)(6.2)(2.3)
Landmark Homes, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Laureate Homes of Arizona, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Legacy Homes, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Legends Club, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Legends Golf Club, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Acquisition Corp. II (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Associates Management Holding Company (7)(4.1)(7.2)(7.3)
Lennar Aviation, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Carolina, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Central Region Sweep, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Chicago, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Communities, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Communities Development, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Communities of Florida, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Communities of South Florida, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Construction, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Developers, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Developers, Inc. II (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Developers, Inc. III (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Family of Builders GP, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Fresno, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Homes, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Homes Holding Corp. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Homes of Arizona, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Homes of California, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar La Paz, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar La Paz Limited, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Land Partners Sub, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Land Partners Sub II, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Massachusetts Properties, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Military Housing, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Nevada, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar New Jersey Properties, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northeast Properties, Inc. (14)(11)(5)(9.1)(15.3)(17.2)
Lennar Northland I, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northland II, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northland III, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northland IV, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northland V, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Northland VI, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Pacific, Inc. (5)(11)(14)(8.1)(17.2)(15.3)
Lennar Pacific Properties, Inc. (5)(11)(14)(8.1)(17.2)(15.3)
Lennar Pacific Properties Management, Inc. (5)(11)(14)(8.1)(17.2)(15.3)
Lennar Realty, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Renaissance, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Sacramento, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Sales Corp. (5)(11)(14)(9.1)(17.2)(15.3)
Lennar San Jose Holdings, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Southland I, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Lennar Southland II, Inc. (3)(11)(12)(13.1)(6.2)(2.3)

S-10

USH (West Lake), Inc. (3)(11)(12)(13.1)(6.2)(2.3)
USH Woodbridge, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
USHHH, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Villages of Rio Pinar Club, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
West Chocolate Bayou Development Corp. (3)(11)(12)(13.1)(6.2)(2.3)
Westchase, Inc. (3)(11)(12)(13.1)(6.2)(2.3)
Weststone Corporation (3)(11)(12)(13.1)(6.2)(2.3)

S-12

Asbury Woods L.L.C.¹
Avalon-Sienna III, L.L.C.¹
Barnsboro Associates, LLC²
Bella Oaks L.L.C. ¹
Bennetts Village LLC¹
Bickford Holdings, LLC³
Brewer Baseline Investors, LLC²
Cambria L.L.C. ¹
Cantera Village L.L.C. ¹
Cary Woods L.L.C. ¹
Claremont Ridge L.L.C. ¹
Claridge Estates L.L.C. ¹
Colonial Heritage LLC²
Concord at Meadowbrook L.L.C. ¹
Concord at Pheasant Run Trails L.L.C. ¹
Concord at Ravenna L.L.C. ¹
Concord at Zurich Village L.L.C. ¹
Concord City Centre L.L.C. ¹
Concord Hills Limited Partnership⁴
Concord Lake Limited Partnership⁵
Concord Mills Estates L.L.C. ¹
Concord Mills Limited Partnership⁶
Concord Oaks Limited Partnership⁷
Concord Park Limited Partnership⁸
Concord Pointe Limited Partnership⁹
Coto de Caza, Ltd.¹⁰
Country Club Development at the Fort, LLC¹¹
Coventry L.L.C. ¹
Enclave Land, L.L.C.¹²
ERMLOE, LLC¹³

S-13

LFS Holding Company, LLC²
LH Eastwind, LLC¹³
LHI Renaissance, LLC¹³
LN, L.L.C. ¹³
Lorton Station, LLC²
Madrona Village L.L.C. ¹
Marble Mountain Partners, LLC²⁵
Mission Viejo 12S Venture, LP³¹
Moffett Meadows Partners, LLC²¹
North County Land Company, LLC²¹
Northbridge L.L.C. ¹
Northern Land Company, LLC¹⁵
Northgate Highlands Development II, LLC²
NuHome Designs, L.L.C.¹⁴
Parc Chestnut L.L.C. ¹
Parkside Estates L.L.C. ¹
Placer Vineyards, LLC³²
Polygon La Paz Associates³³
Providence Glen L.L.C. ¹
Rancho Summit, LLC¹⁵
RRKTG Lumber, LLC¹⁷
S. Florida Construction, LLC¹³
S. Florida Construction II, LLC¹³
S. Florida Construction III, LLC¹³
SEA Joint Venture, LLC²
SFHR Management, L.L.C.¹²
Sonoma L.L.C. ¹
South Park Development, LLC²¹
Spanish Springs Development, LLC²
Strategic Cable Technologies, L.P.³⁴
Summerwood, L.L.C. ²
Summit Enclave, L.L.C.¹²
Summit Glen, L.L.C.¹²
Summit Land, L.L.C.¹²
Summit Ridge 23, L.L.C.¹²
Summit Townes, L.L.C.¹²
Summit-Meadowbrook, L.L.C.¹²
Summit-Reserve, L.L.C.¹²
Sunstar Enterprises, LLC¹⁷
The Courts of Indian Creek L.L.C. ¹
The Sexton L.L.C. ¹
Tustin Villas Partners, LLC²¹
Tustin Vistas Partners, LLC³⁵

S-15

University Community Partners, LLC²¹

S-16

S-17

S-18

EXHIBIT INDEX