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                                                                     Exhibit 1.1

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                              DEL WEBB CORPORATION

                 10-1/4% SENIOR SUBORDINATED DEBENTURES DUE 2010




                             UNDERWRITING AGREEMENT

                             DATED FEBRUARY 12, 1999

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                             UNDERWRITING AGREEMENT

                                                               February 12, 1999

Warburg Dillon Read LLC
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
c/o Warburg Dillon Read LLC
299 Park Avenue
New York, New York 10171

Dear Sirs:

         Del Webb Corporation (the "Company") proposes to issue and sell to
Warburg Dillon Read LLC, Goldman, Sachs & Co., Salomon Smith Barney Inc. and
NationsBanc Montgomery Securities LLC (the "Underwriters") $150,000,000
aggregate principal amount of its 10-1/4% Senior Subordinated Debentures due
2010, (the "Debentures"). The Debentures are described in the Prospectus which
is referred to below.

         The Debentures are to be issued pursuant to an Indenture (the
"Indenture") to be dated as of February 18, 1999, between the Company and Bank
of Montreal Trust Company, as trustee.

         The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a shelf registration statement on Form S-3, including a
prospectus, relating to $250,000,000 of securities, including the Debentures,
which incorporates by reference documents that the Company has filed or will
file in accordance with the provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (collectively, the
"Exchange Act"). As used in this Agreement, "Base Prospectus" shall mean the
prospectus included in the Registration Statement when it became effective under
the Act on October 22, 1998, as it may have been amended subsequent to that date
and prior to the date hereof. The Company has furnished to you, for use by you
and by dealers, copies of a preliminary prospectus supplement, including the
Base Prospectus contained therein and all documents incorporated by reference
therein (collectively, the "Preliminary Prospectus") relating to the Debentures.
Except where the context otherwise requires, the shelf registration
<PAGE>   3
statement, as in effect at the time of execution of this Agreement, including
all documents filed as part thereof or incorporated by reference therein, and
including the Base Prospectus, is herein called the "Registration Statement,"
and the final prospectus supplement relating to the Debentures, including (i)
the Base Prospectus and (ii) all documents incorporated therein or in the Base
Prospectus by reference, in the form first filed by the Company with the
Commission pursuant to Rule 424(b)(5) under the Act, is herein called the
"Prospectus."

         The Company and the Underwriters agree as follows:

         1. Sale and Purchase: Upon the basis of the warranties and
representations and the other terms and conditions herein set forth, the Company
agrees to sell to the Underwriters and the Underwriters, severally and not
jointly, agree to purchase from the Company, the aggregate principal amount of
Debentures set forth opposite the name of such Underwriter in Schedule I
attached hereto, in each case at a purchase price of 98.390% of the principal
amount thereof, plus accrued interest from the Time of Purchase (as hereinafter
defined). You shall release the Debentures for public sale promptly after this
Agreement becomes effective. You may from time to time increase or decrease the
public offering price after the initial public offering to such extent as you
may determine.

         2. Payment and Delivery: Payment of the purchase price for the
Debentures shall be made to the Company in immediately available funds at the
office of Warburg Dillon Read LLC in New York City, against delivery of the
Debentures to you for the respective accounts of the Underwriters. Such payment
and delivery shall be made at 10:00 A.M., New York City time, on February 18,
1999 (unless another time shall be agreed to by you and the Company or unless
postponed in accordance with the provisions of Section 8 hereof). The time at
which such payment and delivery are actually made is hereinafter sometimes
called the "Time of Purchase." The Debentures shall be delivered to you in
definitive or global form in such names and in such denominations as you shall
specify on the second business day(1) preceding the Time of Purchase. For the
purpose of expediting the checking of the Debentures by you, the Company agrees
to make such Debentures available to you for such purpose at least one full
business day preceding the Time of Purchase.

         3. Representations and Warranties of the Company: The Company
represents and warrants to the Underwriters that:


--------
(1)      As used herein, "business day" shall mean a day on which the New York
         Stock Exchange is open for trading.
<PAGE>   4
                  (a) each Preliminary Prospectus filed pursuant to Rule 424
         under the Act complied in all material respects with the Act; when the
         Registration Statement became effective and at all times subsequent
         thereto up to the Time of Purchase, the Registration Statement and the
         Prospectus, and any supplements or amendments thereto, complied and
         will comply in all material respects with the provisions of the Act and
         the Trust Indenture Act of 1939, as amended (the "Trust Indenture
         Act"), and the Registration Statement at all such times did not and
         will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and the Prospectus at all
         such times did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Company makes no warranty or representation with
         respect to any statement contained in the Prospectus in reliance upon
         and in conformity with information concerning the Underwriters and
         furnished in writing by or on behalf of you to the Company expressly
         for use in the Prospectus and set forth in the section of the
         Prospectus entitled "Underwriting;" the documents incorporated by
         reference in the Prospectus, at the time they were filed (or, if an
         amendment with respect to any such document was filed, when such
         amendment was filed) with the Commission, complied in all material
         respects with the requirements of the Exchange Act, and, except to the
         extent, if any, they are modified or superseded by the Registration
         Statement or the Prospectus, do not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; and the
         Company has complied and, until completion of the offering of the
         Debentures will continue in the future to comply, with its obligations
         under the Exchange Act;

                  (b) the conditions for use of a registration statement on Form
         S-3 set forth in the General Instructions to Form S-3 have been
         satisfied with respect to the Company and the transactions contemplated
         by this Agreement, the Registration Statement and Prospectus;

                  (c) the consolidated capitalization of the Company as of
         December 31, 1998 is as set forth under the column entitled "December
         31, 1998 - Actual" in the section of the Prospectus entitled
         "Capitalization" and, as of the Time of Purchase, assuming the Time of
         Purchase had been
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         December 31, 1998, the consolidated capitalization of the Company shall
         be as set forth under the column entitled "December 31, 1998 - As
         Adjusted" in the section of the Prospectus entitled "Capitalization;"
         all of the issued and outstanding shares of capital stock of the
         Company have been duly and validly authorized and issued and are fully
         paid and nonassessable; the Company has been duly incorporated and is
         validly existing as a corporation in good standing under the laws of
         the State of Delaware, with full power and authority (i) to own its
         properties and conduct its business as described in the Registration
         Statement and Prospectus, and (ii) to execute, deliver and perform its
         obligations under this Agreement and the Indenture and to issue, sell
         and deliver the Debentures as herein contemplated;

                  (d) the Company and each of its subsidiaries listed on
         Schedule II attached hereto (the "Operating Subsidiaries") are duly
         qualified or licensed by and are in good standing in each jurisdiction
         in which they conduct their respective business and in which the
         failure to be so licensed or qualified could have a material adverse
         effect on the condition (financial or other), business, prospects or
         results of operations of the Company and the subsidiaries taken as a
         whole; the Company and each of the Operating Subsidiaries are in
         compliance with the laws, orders, rules, regulations and directives
         issued or administered by each such jurisdiction, except where the
         failure to be in compliance will not have a material adverse effect on
         the condition (financial or other), business, prospects or results of
         operations of the Company and its subsidiaries taken as a whole; all of
         the outstanding capital stock or other securities evidencing equity
         ownership of each of the Operating Subsidiaries have been duly and
         validly authorized and issued and are fully paid and non-assessable,
         and are directly or indirectly owned by the Company; each Operating
         Subsidiary has been duly organized and is validly existing under the
         laws of the jurisdiction pursuant to which such Operating Subsidiary is
         incorporated or organized, and each Operating Subsidiary has full power
         and authority to own its properties and conduct its business as
         described in the Registration Statement and Prospectus; no subsidiary
         of the Company other than an Operating Subsidiary, accounted for more
         than one percent of the Company's consolidated assets, revenues or net
         earnings at and for the fiscal year ended June 30, 1998 or at and for
         the six months ended December 31, 1998 or is expected to account for
         more than one percent of the Company's consolidated assets, revenues or
         net earnings at and for the fiscal year ending June 30, 1999; and the
         Company and the Operating Subsidiaries accounted for more than 99% of
         the Company's consolidated assets, revenues and net earnings at and for
         the fiscal year ended June 30, 1998 and at and for the six months ended
         December 31, 1998 and are expected to account for more than 99% of the
         Company's consolidated assets, revenues and net earnings at and for the
         fiscal year ending June 30, 1999;
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                  (e) neither the Company nor any of its subsidiaries is in
         breach of, or in default under (nor has any event occurred which with
         notice, lapse of time or both would constitute a breach of, or default
         under), its respective charter or bylaws or in the performance or
         observance of any license, obligation, agreement, covenant or condition
         contained in any indenture, mortgage, deed of trust, bank loan or
         credit agreement or other agreement or instrument to which the Company
         or any of its subsidiaries is a party or by which any of them is bound,
         which breach or default could have a material adverse effect on the
         condition (financial or other), business, prospects or results of
         operations of the Company and its subsidiaries taken as a whole; and
         the execution, delivery and performance of this Agreement and the
         issuance of the Debentures and consummation of the transactions
         contemplated hereby will not conflict with, or result in any breach of,
         or constitute a default under (nor constitute any event which with
         notice, lapse of time or both would constitute a breach of, or default
         under), any provision of the charter, bylaws or operating agreement of
         the Company or any of the Operating Subsidiaries or under any provision
         of any license, indenture, mortgage, deed of trust, bank loan or credit
         agreement or other agreement or instrument to which the Company or any
         of the Operating Subsidiaries is a party or by which any of them or
         their respective properties may be bound or affected, or under any
         federal, state, local or foreign law, regulation or rule or any decree,
         judgment or order applicable to the Company or any of its Operating
         Subsidiaries;

                  (f) the Indenture has been duly authorized by the Company and
         when executed and delivered by the Company will be a legal, valid and
         binding agreement of the Company enforceable in accordance with its
         terms, except as the enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally and general principles of equity;

                  (g) the Debentures have been duly authorized by the Company
         and when executed and delivered by the Company will constitute legal,
         valid and binding obligations of the Company entitled to the benefits
         of the Indenture and enforceable in accordance with their terms, except
         as the enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting creditors' rights
         generally and general principles of equity;

                  (h) this Agreement has been duly authorized, executed and
<PAGE>   7
         delivered by the Company and is a legal, valid and binding agreement of
         the Company enforceable in accordance with its terms, except as rights
         to indemnity and contribution hereunder may be limited by federal or
         state securities laws or announced public policy;

                  (i) the Debentures and the Indenture conform in all material
         respects to the descriptions thereof contained in the Prospectus;

                  (j) no approval, authorization, consent or order of or filing
         with any federal, state, local or foreign governmental or regulatory
         commission, board, body, authority or agency is required in connection
         with the issuance and sale of the Debentures as contemplated hereby
         other than registration of the Debentures under the Act, any necessary
         qualification or exemption under the securities or blue sky laws of the
         various jurisdictions in which the Debentures are being offered by the
         Underwriters and the filing of this Agreement and the Indenture with
         the Commission as exhibits to a Form 8-K, which filing of this
         Agreement the Company agrees to make in a timely manner and in any
         event prior to the Time of Purchase and which filing of the Indenture
         the Company agrees to make in a timely manner, and in any event within
         5 days of the Time of Purchase;

                  (k) no person has the right, contractual or otherwise, to
         cause the Company to issue to it, or register pursuant to the Act, any
         securities of the Company as a consequence of the issue and sale of the
         Debentures to the Underwriters hereunder nor does any person have
         preemptive rights, rights of first refusal or other rights to purchase
         any of the Debentures;

                  (l) KPMG LLP, whose reports on the consolidated financial
         statements of the Company and its subsidiaries are included or
         incorporated by reference in the Registration Statement and Prospectus,
         are independent public accountants with respect to the Company as
         required by the Act;

                  (m) each of the Company and the Operating Subsidiaries has all
         necessary licenses, authorizations, consents and approvals and has made
         all necessary filings required under any federal, state, local or
         foreign law, regulation or rule, and has obtained all authorizations,
         consents and approvals necessary to date from other persons, in order
         to conduct its respective business, in each case where the absence of
         which would have a material adverse effect on the condition (financial
         or other), business, prospects or results of operations of the Company
         and its subsidiaries taken as a whole; neither the Company nor any of
         the Operating Subsidiaries is in violation of, or in default under, any
         such license, authorization, consent or approval or any federal, state,
         local or foreign law, regulation or rule or any decree, order or
         judgment applicable to the Company or any of the Operating Subsidiaries
<PAGE>   8
         the effect of which would have a material adverse effect on the
         condition (financial or other), business, prospects or results of
         operations of the Company and its subsidiaries taken as a whole;

                  (n) all legal or governmental proceedings, contracts or
         documents of a character required to be described in the Registration
         Statement or the Prospectus or to be filed as an exhibit to the
         Registration Statement have been so described or filed as required;

                  (o) there is no action, suit, or proceeding pending or, to the
         best knowledge of the Company, threatened against the Company or any of
         its subsidiaries or any of their respective properties, at law or in
         equity, or before or by any federal, state, local or foreign
         governmental or regulatory commission, board, body, authority or agency
         that could result in a judgment, decree or order having a material
         adverse effect on the condition (financial or other), business,
         prospects or results of operations of the Company and its subsidiaries
         taken as a whole;

                  (p) the audited financial statements included in the
         Registration Statement and the Prospectus present fairly the
         consolidated financial position of the Company and its subsidiaries as
         of the dates indicated and the consolidated results of operations and
         cash flows of the Company and its subsidiaries for the periods
         specified and comply with the requirements applicable to registration
         statements on Form S-3 under the Act; such financial statements have
         been prepared in conformity with generally accepted accounting
         principles, applied on a consistent basis during the periods involved;
         the other financial and statistical information and data included in
         the Registration Statement and the Prospectus, historical and as
         adjusted, are accurately presented in all material respects and
         prepared on a basis consistent with the financial statements and the
         books and records of the Company and its subsidiaries.

                  (q) subsequent to the respective dates as of which information
         is given in the Registration Statement and Prospectus, and except as
         may be otherwise stated in or contemplated by the Registration
         Statement or Prospectus, there has not been (A) any material adverse
         change in the business, prospects or results of operations of the
         Company and its subsidiaries taken as a whole, (B) any transaction that
         is material to the Company and its subsidiaries taken as a whole,
         proposed or entered into by the Company or any of its subsidiaries or
         (C) any obligation, contingent or
<PAGE>   9
         otherwise, directly or indirectly, incurred by the Company or any of
         its subsidiaries that is material to the Company and its subsidiaries
         taken as a whole;

                  (r) there is no claim pending or threatened or to the best
         knowledge of the Company, contemplated under any Environmental Law (as
         defined below) against the Company or any subsidiary which, if
         adversely determined, would have a material adverse effect on the
         condition (financial or other), business, prospects or results of
         operations of the Company and its subsidiaries taken as a whole; there
         are no past or present actions or conditions including, without
         limitation, the release of any hazardous substance or waste regulated
         under any Environmental Law that are likely to form the basis of any
         such claim under existing law against the Company or any of its
         subsidiaries, which, if adversely determined, would have a material
         adverse effect on the condition (financial or other), business,
         prospects or results of operations of the Company and its subsidiaries
         taken as a whole. The term "Environmental Law" means any federal,
         state, local or foreign law, rule or regulation now in effect governing
         pollution or protection of the environment;

                  (s) the Company or the applicable subsidiary has good and
         market able title to all properties and assets reflected as owned in
         the financial statements hereinabove described (or elsewhere in the
         Prospectus), and no such property or asset is subject to any lien,
         mortgage, pledge, charge or encumbrance of any kind except (i) those
         reflected in such financial statements (or elsewhere in the
         Prospectus), (ii) those existing in the ordinary course in connection
         with the business of the Company and its subsidiaries and which do not
         adversely affect the use made and proposed to be made of such property
         by the Company and its subsidiaries taken as a whole or (iii) those
         which are not material in amount and do not adversely affect the use
         made and proposed to be made of such property by the Company and its
         subsidiaries taken as a whole. The Company or the applicable subsidiary
         holds its material leased properties, if any, under valid and binding
         leases, with such exceptions as are not materially significant in
         relation to the business of the Company and its subsidiaries taken as a
         whole;

                  (t) neither the Company nor any of the Operating Subsidiaries,
         nor any employee of the Company or any of the Operating Subsidiaries,
         has made any payment of funds of the Company or any of the Operating
         Subsidiaries prohibited by law, and no funds of the Company or any of
         the Operating Subsidiaries have been set aside to be used for any
         payment prohibited by law;

                  (u) the Company and its subsidiaries have filed all federal or
         state
<PAGE>   10
         income or franchise tax returns required to be filed and have paid all
         taxes shown thereon as due, and there is no material tax deficiency
         which has been or could be properly asserted against the Company or any
         of its subsidiaries; all material tax liabilities are adequately
         provided for on the books of the Company and its subsidiaries;

                  (v) the Company has not incurred any liability for any
         finder's fees or similar payments in connection with the transactions
         herein contemplated; and

                  (w) neither the Company nor any of its subsidiaries is an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended, or is subject to regulation thereunder.

         4.       Certain Covenants of the Company: The Company hereby covenants
and agrees:

                  (a) to furnish such information as may be required and
         otherwise to cooperate in qualifying the Debentures for offering and
         sale under the securities or blue sky laws of such states as you may
         designate and to maintain such qualifications in effect as long as
         required for the distribution of the Debentures, provided that the
         Company shall not be required to qualify as a foreign corporation or to
         consent to the service of process under the laws of any such state
         (except service of process with respect to the offering and sale of the
         Debentures); to promptly advise you of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Debentures for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose; and to use its best
         efforts to obtain the withdrawal of any order of suspension at the
         earliest practicable moment;

                  (b) from time to time to furnish to you as many copies of the
         Prospectus (as amended or supplemented) as you may reasonably request;

                  (c) to advise you promptly and (if requested by you) to
         confirm such advice in writing, (i) when any amendment to the
         Registration Statement has been filed or becomes effective and (ii)
         when the Prospectus is filed with the Commission pursuant to Rule
         424(b)(5) under the Act (which the Company agrees to file in a timely
         manner under such Rule);
<PAGE>   11
                  (d) to advise you promptly, confirming such advice in writing,
         of any request by the Commission for amendments or supplements to the
         Registration Statement or the Prospectus or for additional information
         with respect thereto, or of notice of institution of proceedings for,
         or the entry of a stop order suspending the effectiveness of, the
         Registration Statement and, if the Commission should enter a stop
         order suspending the effectiveness of the Registration Statement, to
         make every reasonable effort to obtain the lifting or removal of such
         order as soon as possible; to advise you promptly of any proposal to
         amend or supplement the Registration Statement or Prospectus, including
         by filing any documents that would be incorporated therein by reference
         and to file no such amendment or supplement to which you shall
         reasonably object in writing;

                  (e) to furnish to you for a period of eight years from the
         date of this Agreement, but only so long as the Company is subject to
         the periodic reporting requirements of the Exchange Act (or, if
         shorter, the period of time the Debentures are outstanding) (i) copies
         of any reports or other communications that the Company shall send to
         its stockholders generally or shall from time to time publish or
         publicly disseminate, (ii) copies of all annual, quarterly and current
         reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such
         other similar form as may be designated by the Commission, and (iii)
         such other non-confidential information as you may reasonably request
         regarding the Company and which is produced by the Company in the
         ordinary course of business;

                  (f) to advise you promptly of the happening of any event known
         to the Company within the time during which a Prospectus relating to
         the Debentures is required to be delivered under the Act which, in the
         judgment of the Company, would require the making of any change in the
         Prospectus then being used or in the information incorporated therein
         by reference, so that the Prospectus, as then supplemented, would not
         include an untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they are made, not misleading, and, during
         such time, to prepare and furnish, at the Company's expense, to you
         promptly such amendments or supplements to such Prospectus as may be
         necessary to reflect any such change in such quantities as reasonably
         requested by you and to furnish to you a copy of such proposed
         amendment or supplement before filing any such amendment or supplement
         with the Commission;

                  (g) to make generally available to its securityholders and to
         deliver to you (if not otherwise delivered pursuant to Section 4(e)
         hereof), an earnings statement of the Company (which need not be
         audited and will satisfy the provisions of Section 11(a) of the Act
         including, at the option of
<PAGE>   12
         the Company, Rule 158) covering a period of twelve months beginning
         after the date of the Prospectus as soon as is reasonably practicable
         after the termination of such twelve-month period but not later than
         fifteen months after the date of the Prospectus.

                  (h) to furnish to you two conformed copies of the Registration
         Statement, as initially filed with the Commission, and of all
         amendments thereto (including all exhibits thereto and documents
         incorporated by reference therein) and such additional conformed copies
         thereof as you shall reasonably request;

                  (i) to furnish to you as early as practicable prior to the
         Time of Purchase, but no later than two business days prior thereto, a
         copy of the latest available unaudited interim consolidated financial
         statements, if any, of the Company and its subsidiaries that have been
         read by the Company's independent certified public accountants, as
         stated in their letter to be furnished pursuant to Section 6(d) of this
         Agreement;

                  (j) to apply the net proceeds from the sale of the Debentures
         in the manner set forth under the caption "Use of Proceeds" in the
         Registration Statement and Prospectus;

                  (k) whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement otherwise becomes effective
         or is terminated, to pay all expenses, fees and taxes (other than any
         transfer taxes and fees and disbursements of counsel for the
         Underwriters except as set forth under Section 5 hereof and (iv) below)
         in connection with (i) the preparation and filing of each Preliminary
         Prospectus, the Prospectus, and any amendments or supplements thereto
         or to the Registration Statement, and the printing and furnishing of
         copies of each thereof to the Underwriters and to dealers (including
         the incorporated documents and costs of mailing and shipment), (ii) the
         preparation, issuance, execution, authentication, sale and delivery of
         the Debentures, (iii) the reproduction and furnishing of copies of this
         Agreement, any dealer agreements and the Indenture to the Underwriters
         and to dealers (including costs of mailing and shipment), (iv) the
         qualification or registration of the Debentures for offering and sale
         under state laws and the determination of their eligibility for
         investment under state law as aforesaid (including the legal fees and
         filing fees and other disbursements of counsel in connection with such
         state law matters) and the preparation and furnishing of copies of any
         blue sky surveys or legal investment surveys to the
<PAGE>   13
         Underwriters and to dealers, (v) the listing of the Debentures on the
         New York Stock Exchange and any other stock exchange on which the
         Debentures may be listed, (vi) any filing fee for review of the public
         offering of the Debentures by the National Association of Securities
         Dealers, Inc. and (vii) the performance of the Company's other
         obligations hereunder;

                  (l) to furnish to you, before filing with the Commission
         subsequent to the effective date of the Registration Statement and
         during the period referred to in paragraph (f) above, a copy of any
         document proposed to be filed pursuant to Sections 13, 14 or 15(d) of
         the Exchange Act;

                  (m) to refrain from investing the proceeds from the sale of
         the Debentures in a manner to cause the Company or any of its
         subsidiaries to become an "investment company" within the meaning of
         the Investment Company Act of 1940, as amended; and

                  (n) to use its best efforts to cause the Debentures to be
         listed on the New York Stock Exchange.

         5.       Reimbursement of Underwriters' Expenses: If the Debentures are
not delivered for any reason other than the default by the Underwriters in their
obligations hereunder, the Company shall reimburse the Underwriters for all of
their reasonable out-of-pocket expenses in connection with the matters
contemplated hereunder, including the reasonable fees and disbursements of their
counsel; provided, however, that if the Underwriters determine to terminate this
Agreement pursuant to Section 7 hereof and such determination is not reasonable,
then the Underwriters shall not be entitled to reimbursement of their
out-of-pocket expenses under this Section 5.

         6.       Conditions of the Underwriters' Obligations: The obligations
of the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company on the date hereof and at the Time of
Purchase, the performance by the Company of its obligations hereunder and to the
following conditions:

                  (a) The Company shall furnish to you at the Time of Purchase
         an opinion of Gibson, Dunn & Crutcher LLP, special counsel for the
         Company, addressed to you and dated the Time of Purchase in the form
         set forth in Annex A hereto.

                  (b) The Company shall furnish to you at the Time of Purchase
         an opinion of Robertson C. Jones, Esq., Vice President and General
         Counsel of the Company, addressed to you and dated the Time of Purchase
         in the form set forth in Annex B hereto.
<PAGE>   14
                  (c) [Intentionally left blank]

                  (d) You shall have received from KPMG LLP letters dated as of
         the date of this Agreement and the Time of Purchase, as the case may
         be, and addressed to you, each in form and substance heretofore
         approved by you.

                  (e) You shall have received at the Time of Purchase an opinion
         from Skadden, Arps, Slate, Meagher & Flom LLP in form and substance
         reasonably satisfactory to you.

                  (f) No amendment or supplement to the Registration Statement
         or Prospectus, including documents deemed to be incorporated by
         reference therein, shall be filed to which you reasonably have objected
         in writing prior to such filing.

                  (g) The Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act;

                  (h) Prior to the Time of Purchase (i) no stop order with
         respect to the effectiveness of the Registration Statement shall have
         been issued under the Act or proceedings initiated under Section 8(d)
         or 8(e) of the Act; (ii) the Registration Statement and all amendments
         thereto, or modifications thereof, if any, shall not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; and (iii) the Prospectus and all amendments or supplements
         thereto, or modifications thereof, if any, shall not contain an untrue
         statement of material fact or omit to state a material fact required to
         be stated therein or necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading.

                  (i) Between the time of execution of this Agreement and the
         Time of Purchase there has not been (i) any material and adverse
         change, present or prospective, in the condition (financial or other),
         business, prospects or results of operations of the Company and its
         subsidiaries taken as a whole, (ii) any transaction that is material to
         the Company and its subsidiaries taken as a whole entered into by the
         Company or any of its subsidiaries or (iii) any obligation, contingent
         or otherwise, directly or indirectly, incurred by the Company or any of
         its subsidiaries that is material to the Company and its
<PAGE>   15
         subsidiaries taken as a whole.

                  (j) The Company at the Time of Purchase will deliver to you a
         certificate executed by two of its executive officers to the effect
         that the representations and warranties of the Company set forth in
         this Agreement and the conditions set forth in paragraph (h) and
         paragraph (i) have been met and are true and correct as of such date.

                  (k) The Company shall have furnished to you such other
         documents and certificates as to the accuracy and completeness of any
         statement in the Registration Statement and the Prospectus as of the
         Time of Purchase as you may reasonably request.

                  (l) The Company shall perform such of its obligations under
         this Agreement as are to be performed by the terms hereof at or before
         the Time of Purchase.

                  (m) The Debentures shall have been approved for listing on the
         New York Stock Exchange.

                  (n) Between the time of execution of this Agreement and the
         Time of Purchase (i) there shall not have occurred any downgrading in
         the rating accorded the Company's debt securities by any "nationally
         recognized statistical rating organization," as that term is defined in
         Rule 436(g)(2) under the Act and (ii) no such organization shall have
         publicly announced that it has under surveillance or review, with
         possible negative implications, its rating of any of the Company's debt
         securities.

         7.       Effective Date of Agreement; Termination: This Agreement shall
become effective when the parties hereto have executed and delivered this
Agreement.

         The obligations of each of the Underwriters hereunder shall be subject
to termination in the absolute discretion of either of you if, at any time prior
to the Time of Purchase, trading in securities generally on the New York Stock
Exchange or American Stock Exchange shall have been suspended or minimum prices
shall have been established on such exchange, or if a banking moratorium shall
have been declared either by the United States or New York State authorities, or
if the United States shall have declared war in accordance with its
constitutional processes or there shall have occurred any material outbreak or
escalation of hostilities or other national or international calamity or crisis
of such magnitude in its effect on the financial markets of the United States
as, in your judgment make it impracticable to market the Debentures.
<PAGE>   16
         If you elect to terminate this Agreement as provided in this Section 7,
the Company and the other Underwriters shall be notified promptly by letter sent
by facsimile transmission and registered mail, or by telegram.

         If the sale to the Underwriters of the Debentures, as contemplated by
this Agreement, is not carried out by the Underwriters for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters
shall be under no obligation or liability to the Company under this Agreement
(except to the extent provided in Section 9 hereof).

         8.       Increase in Underwriters' Commitments: If any Underwriter
shall default in its obligation to take up and pay for the Debentures to be
purchased by it hereunder and:

                  (a) if the aggregate principal amount of the Debentures which
         all Underwriters so defaulting shall have agreed but failed to take up
         and pay for does not exceed 10% of the total aggregate principal amount
         of the Debentures, the non-defaulting Underwriter or Underwriters shall
         take up and pay for (in addition to the aggregate principal amount of
         the Debentures it is obliged to purchase pursuant to Section 1 hereof)
         the aggregate principal amount of the Debentures agreed to be purchased
         by such defaulting Underwriter, as hereinafter provided. Such aggregate
         principal amount of the Debentures shall be taken up and paid for by
         such non-defaulting Underwriter or Underwriters in such amounts as you
         may designate with the consent of each Underwriter so designated or, in
         the event no such designation is made, such aggregate principal amount
         of the Debentures shall be taken up and paid for by all nondefaulting
         Underwriters pro rata in proportion to the aggregate principal amount
         of the Debentures set forth opposite the names of such non-defaulting
         Underwriters in Schedule I hereto; or

                  (b) if the aggregate principal amount of the Debentures which
         all Underwriters so defaulting shall have agreed but failed to take up
         and pay for exceeds 10% of the total aggregate principal amount of the
         Debentures, the non-defaulting Underwriter or Underwriters may, but
         shall not be required to, elect to take up and pay for the aggregate
         principal amount of the Debentures agreed to be purchased by such
         defaulting Underwriter or Underwriters in such amounts as you may
         designate with the consent of each Underwriter so
<PAGE>   17
         designated. If the non-defaulting Underwriters do not so elect, this
         Agreement shall terminate without liability on the part of any
         non-defaulting Underwriter.

         Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriter or
Underwriters that it will not sell any Debentures hereunder unless all of the
Debentures are purchased by the Underwriters (or by substituted Underwriters
selected by you with the approval of the Company (which will not be unreasonably
withheld) or selected by the Company with your approval).

         If a new Underwriter or Underwriters are substituted by the
non-defaulting Underwriter or Underwriters or by the Company for a defaulting
Underwriter or Underwriters in accordance with the foregoing provisions, the
Company or you shall have the right to postpone the Time of Purchase for a
period not exceeding five (5) business days in order that any necessary changes
in the Registration Statement and Prospectus and other documents may be
effected.

         The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 8 with like effect as if
such substituted Underwriter had originally been named in Schedule I.

         9.       Indemnity by the Company and the Underwriters:

                  (a) The Company agrees to indemnify and hold harmless each of
         the Underwriters, each person that controls any of the Underwriters
         within the meaning of Section 15 of the Act or Section 20 of the
         Exchange Act, and the agents, employees, officers and directors of each
         of the Underwriters and of each such controlling person (collectively,
         the "Underwriter indemnified parties") from and against any and all
         losses, claims, damages, judgments, liabilities and expenses
         (including, but not limited to, the reasonable fees and expenses of
         counsel and other expenses in connection with investigating, preparing,
         defending or settling any such action or claim, whether commenced or
         threatened) which, jointly or severally, any Underwriter indemnified
         party may incur as they are incurred (and regardless of whether the
         Underwriter indemnified party is a party to the litigation, if any)
         arising out of or based upon any untrue statement or alleged untrue
         statement of a material fact contained in the Registration Statement or
         the Prospectus or the Preliminary Prospectus (as the same may have been
         or may be amended or supplemented), or arising out of or based upon any
         omission or alleged
<PAGE>   18
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading, except
         insofar as such losses, claims, damages, judgments, liabilities or
         expenses arise out of, or are based upon, any such untrue statement or
         omission or alleged untrue statement or omission based upon and in
         conformity with information with respect to the Underwriters furnished
         in writing by you to the Company expressly for use therein with
         reference to the Underwriters; provided, however, that the indemnity
         agreement contained in this Section 9(a) with respect to the
         Preliminary Prospectus or amended or supplemented Preliminary
         Prospectus shall not inure to the benefit of any of the Underwriters
         (or to the benefit of any person controlling any of the Underwriters)
         from whom the person asserting any such loss, expense, liability or
         claim purchased the Debentures which is the subject thereof if the
         Prospectus corrected any such alleged untrue statement or omission and
         if such Underwriter failed to send or give a copy of the Prospectus to
         such person at or prior to the written confirmation of the sale of such
         Debentures to such person.

                  (b) If any action or proceeding (including any governmental or
         regulatory investigation or proceeding) shall be brought or asserted
         against any Underwriter indemnified party, with respect to which
         indemnity may be sought against the Company pursuant to this Section 9,
         such Underwriter indemnified party shall promptly notify the Company in
         writing, and the Company shall assume the defense thereof, including
         the employment of counsel satisfactory to the Underwriter indemnified
         party in its reasonable judgment and payment of all fees and expenses;
         provided that the omission so to notify the Company shall not relieve
         the Company from any liability that it may have to any Underwriter
         indemnified party unless, and only to the extent that, such omission
         results in the forfeiture of substantive rights or defenses by the
         Company. An Underwriter indemnified party shall have the right to
         employ separate counsel in any such action or proceeding and to assume
         in the defense thereof, but the fees and expenses of such counsel shall
         be at the expense of such Underwriter indemnified party unless (i) the
         employment of such counsel has been specifically authorized in writing
         by the Company, (ii) the Company has failed promptly to assume the
         defense and employ counsel satisfactory to the Underwriter indemnified
         party in its reasonable judgment, or (iii) the named parties to any
         such action or proceeding (including any impleaded parties) include
         both the Underwriter indemnified party and the Company and such
         Underwriter indemnified party shall have concluded in its reasonable
         judgment that there may be one or more legal defenses available to it
         that are different from or additional to those available to the Company
         (in which case the Company shall not have the right to assume the
         defense of such action on behalf of such Underwriter indemnified
         party), in any of which events such fees and expenses shall be borne by
         the Company and paid as
<PAGE>   19
         incurred. It is understood, however, that the Company shall not, in
         connection with any one such action or separate but substantially
         similar or related actions in the same jurisdiction arising out of the
         same general allegations or circumstances, be liable for the
         reasonable fees and expenses of more than one separate firm of
         attorneys (in addition to any local counsel) at any time for all such
         Underwriter indemnified parties, which firm shall be designated in
         writing by Warburg Dillon Read LLC, and that all such fees and expenses
         shall be reimbursed as they are incurred. The Company shall not be
         liable for any settlement of any such action effected without the
         written consent of the Company (which consent shall not be unreasonably
         withheld or delayed), but if settled with the written consent of the
         Company, or if there is a final judgment with respect thereto, the
         Company agrees to indemnify and hold harmless each Underwriter
         indemnified party from and against any loss or liability by reason of
         such settlement or judgment.

                  (c) Each Underwriter, severally and not jointly, agrees to
         indemnify and hold harmless the Company, its directors, its officers
         who signed the Registration Statement, and any person that controls the
         Company within the meaning of Section 15 of the Act or Section 20 of
         the Exchange Act (collectively, the "Company indemnified parties") to
         the same extent as the foregoing indemnity from the Company to the
         Underwriter indemnified parties, but only with respect to information
         covering such Underwriter furnished in writing by or on behalf of such
         Underwriter through you to the Company expressly for use with respect
         to such Underwriter in the Registration Statement, the Prospectus or
         the Preliminary Prospectus (as the same may have been amended or
         supplemented). In case any action shall be brought against any Company
         indemnified party based on the Registration Statement, the Prospectus
         or the Preliminary Prospectus (as the same may have been amended or
         supplemented) and in respect of which indemnity may be sought against
         the Underwriters pursuant to this Section 9(c), the Underwriters shall
         have the rights and duties given to the Company by Section 9(b) hereof
         (except that if the Company shall have assumed the defense thereof the
         Underwriters shall not be required to do so, but may employ separate
         counsel therein and participate in the defense thereof, provided that
         the fees and expenses of such counsel shall be at the Underwriters'
         expense), and the Company indemnified parties shall have the rights and
         duties given to the Underwriter indemnified parties by Section 9(b)
         hereof.

                  (d) If the indemnification provided for in this Section 9 is
<PAGE>   20
         unavailable to, or insufficient to hold harmless, any Underwriter
         indemnified party or any Company indemnified party, then the party
         required to indemnify such indemnified party under this Section 9
         shall, in lieu of indemnifying such indemnified party, contribute to
         the amount paid or payable by such indemnified party as a result of
         such losses, claims, damages, judgments, liabilities and expenses (i)
         in such proportion as is appropriate to reflect the relative benefits
         received by the Company on the one hand and the Underwriters on the
         other from the offering of the Debentures, or (ii) if the allocation
         provided by clause (i) above is not permitted by applicable law, in
         such proportion as is appropriate to reflect not only the relative
         benefits referred to in clause (i) above but also the relative fault of
         the Company on the one hand and the Underwriters on the other in
         connection with the statements or omissions which resulted in such
         losses, claims, damages, liabilities or expenses, as well as any other
         relevant equitable considerations. The relative benefits received by
         the Company on the one hand and the Underwriters on the other shall be
         deemed to be in the same proportions as the total proceeds from the
         offering (net of underwriting discounts and commission but before
         deducting expenses) received by the Company bear to the total
         underwriting discounts and commissions received by the Underwriters, in
         each case as set forth in the table on the cover page of the
         Prospectus. The relative fault of the Company on the one hand and the
         Underwriters on the other shall be determined by reference to, among
         other things, whether the untrue or alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information supplied by the Company or by the Under
         writers, and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The amount paid or payable by a party as a result of the
         losses, claims, damages and liabilities referred to above shall be
         deemed to include any legal or other fees or expenses incurred by such
         party in its reasonable judgment in connection with investigating or
         defending any claim or action.

                  The Company and the Underwriters agree that it would not be
         just and equitable if contribution pursuant to this subsection (d) were
         determined by pro rata allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         in the immediately preceding paragraph. Notwithstanding the provisions
         of this subsection (d), no Under writer shall be required to contribute
         any amount in excess of the underwriting discount applicable to the
         Debentures underwritten by such Underwriter and distributed to the
         public. No person guilty of fraudulent
<PAGE>   21
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty of
         such fraudulent misrepresentation.

                  The sixth paragraph under the caption "Underwriting" on page
         [S-42] of the Prospectus Supplement concerning stabilization by the
         Underwriters and the third paragraph under the caption "Underwriting"
         on page [S-42] of the Prospectus Supplement concerning the terms of the
         offering by the Underwriters constitute the only information furnished
         to the Company in writing by the Underwriters expressly for use in the
         Registration Statement, the Prospectus or the Preliminary Prospectus
         (as the same may have been amended or supplemented prior to the date
         of the Prospectus).

                  (e) The indemnity and contribution agreements contained in
         this Section 9 and the covenants, warranties and representations of the
         Company contained in this Agreement shall remain in full force and
         effect, regardless of any investigation made by or on behalf of the
         Underwriter indemnified party or by or on behalf of any Company
         indemnified party, and shall survive any termination of this Agreement
         or the issuance and delivery of the Debentures. The Company and the
         Underwriters agree promptly to notify the other of the commencement of
         any litigation or proceeding against it and, in the case of the
         Company, against any of the Company's officers and directors, in
         connection with the issuance and sale of the Debentures or in
         connection with the Registration Statement, the Prospectus or the
         Preliminary Prospectus (as the same may have been amended or
         supplemented prior to the date of the Prospectus).

         10.      Other Agreements: Each of the Company and the Underwriters
represents and agrees that (a) it has not offered or sold, and for a period of
six months after the date of issue of the Debentures will not offer or sell, any
Debentures to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which do not constitute an offer to the public in the
United Kingdom for the purposes of the Public Offers of Securities Regulations
1995, (b) it has complied and will comply with all applicable provisions of the
Public Offers of Securities Regulations 1995 and the Financial Services Act 1986
with respect to anything done by it in relation to the Debentures in, from or
otherwise involving the United Kingdom and (c) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by it
in connection with the issue or sale of Debentures to a person who is of a kind
described in Article 11(3) of the Financial Services Act of 1986 (Investment
Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom the
document may otherwise lawfully be issued or passed on.
<PAGE>   22
         11. Notices: Except as otherwise provided herein, all statements,
requests, notices and agreements shall be in writing and, if to the
Underwriters, shall be sufficient in all respects if timely delivered or sent to
Warburg Dillon Read LLC, 299 Park Avenue, New York, NY 10171, Attention:
Syndicate Department and, if to the Company, shall be sufficient in all respects
if timely delivered to the Company at the offices of the Company at 6001 N. 24th
Street, Phoenix, Arizona 85016, Attention: Robertson C. Jones, Esq. Any party
may change the address at which it is to receive statements, requests, notices
and agreements by written notice to the other parties.

         12. GOVERNING LAW; CONSTRUCTION: THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE SECTION HEADINGS IN THIS AGREEMENT
HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF
THIS AGREEMENT.

         13. Parties in Interest: The Agreement herein set forth has been and is
made solely for the benefit of the Underwriters, the Company, the Underwriter
indemnified parties and the Company indemnified parties, and their respective
successors, assigns, executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from the
Underwriters) shall acquire or have any right under or by virtue of this
Agreement

         14. Counterparts: This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement between
the parties.

                      [REMAINDER INTENTIONALLY LEFT BLANK]
<PAGE>   23
                                            Very truly yours,

                                            DEL WEBB CORPORATION


                                            By:  _______________________________
                                                 Name:
                                                 Title:


Agreed to and accepted as of the date
first above written:

Warburg Dillon Read LLC
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC

By:  Warburg Dillon Read LLC


         By:  ___________________________
              Name:
              Title:


         By:  ___________________________
              Name:
              Title:
<PAGE>   24



                                   SCHEDULE I
<TABLE>
<CAPTION>
                                                                  Principal Amount
                  Underwriter                                       of Debentures
                  -----------                                     ----------------
<S>                                                               <C>
Warburg Dillon Read LLC ..................................          $ 82,500,000

Salomon Smith Barney Inc. ................................          $ 25,500,000

Goldman, Sachs & Co. .....................................          $ 30,000,000

NationsBanc Montgomery Securities LLC ....................          $ 12,000,000

     Total ...............................................          $150,000,000
                                                                    ============
</TABLE>



                                   SCHEDULE II

Anthem Arizona, LLC, an Arizona limited liability company
Bellasera Corp., an Arizona corporation
Del Webb Communities, Inc., an Arizona corporation
Del E. Webb Development Co., L.P., a Delaware limited partnership
Del Webb California Corp., an Arizona corporation
Del Webb's Coventry Homes, Inc., an Arizona corporation
Del Webb's Coventry Homes Construction Co., an Arizona corporation
Del Webb Home Construction, Inc., an Arizona corporation
Del Webb's Spruce Creek Communities, Inc., an Arizona corporation
Del Webb's Sunflower of Tucson, Inc., an Arizona corporation
Terravita Home Construction Co., an Arizona corporation
Terravita Corp., an Arizona corporation
Del Webb's Coventry Homes of Tucson, Inc., an Arizona corporation
Del Webb's Coventry Homes Construction of Tucson, Co. an Arizona Corporation
Del Webb's Coventry Homes of Nevada, Inc., an Arizona corporation
Del Webb Conservation Holding Corp., an Arizona corporation
Trovas Company, an Arizona corporation
Trovas Construction Company, an Arizona corporation
Del Webb Texas Limited Partnership, an Arizona limited partnership
Fairmount Mortgage, Inc., an Arizona corporation
Del Webb Limited Holding Co., an Arizona corporation
Del Webb Southwest Co., an Arizona corporation
DW Aviation Co., Inc., an Arizona corporation
Mountain View Two LLC, an Arizona limited liability company
Spruce Creek South Utilities, Inc., a Florida corporation
<PAGE>   25
                                                                         ANNEX A

                               February [ ], 1999



Warburg Dillon Read LLC
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
c/o Warburg Dillon Read LLC
299 Park Avenue
New York, New York 10171

          Re:     Del Webb Corporation
                  Public Offering of $200 Million of
                  [  ]% Senior Subordinated Debentures due 2010

Ladies and Gentlemen:

                   We have acted as special counsel to Del Webb Corporation, a
Delaware corporation (the "Company"), in connection with its sale to you of $200
million of [ ]% Senior Subordinated Debentures Due 2010 (the "Debentures")
pursuant to the Underwriting Agreement, dated February [ ], 1999, between each
of you and the Company (the "Underwriting Agreement"). This opinion is rendered
to you pursuant to Section 6(a) of the Underwriting Agreement.

                  In connection with our examination of documents as described
below, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.

                 For the purpose of rendering this opinion, we have made such
factual and legal inquiries as we deemed necessary under the circumstances and
in that connection we have examined, among other things, originals or copies of
the following:

                  (1)      The registration statement on Form S-3 (file number
                           333-63671) filed by the Company with the Securities
                           and
<PAGE>   26
Warburg Dillon Read LLC.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
February [  ], 1999
Page 26

                           Exchange Commission (the "Commission") on September
                           18, 1998 for the purpose of registering the sale of
                           various securities, including Senior Subordinated
                           Debt Securities, under the Securities Act of 1933, as
                           amended (the "Securities Act"), the related Form T-1
                           filed with the Commission for the purpose of
                           qualifying the Indenture (defined below) under the
                           Trust Indenture Act of 1939, as amended (the "Trust
                           Indenture Act") and the prospectus included as part
                           of the Registration Statement (defined below). The
                           registration statement in the form in which it became
                           effective on October 22, 1998, including the
                           documents incorporated by reference therein to the
                           extent not modified or superseded thereby, is
                           referred to below as the "Registration Statement",
                           the prospectus of the Company dated October 22, 1998,
                           including the documents incorporated by reference
                           therein to the extent not modified or superseded
                           thereby, is referred to below as the "Prospectus" and
                           the Prospectus, as supplemented by the Prospectus
                           Supplement to Prospectus dated February [ ], 1999, in
                           the form filed with the Commission pursuant to Rule
                           424(b) of the Rules and Regulations adopted by the
                           Commission under the Securities Act, including the
                           documents incorporated by reference therein to the
                           extent not modified or superseded thereby, is
                           referred to below as the "Prospectus/Prospectus
                           Supplement";

                 (2)       The order of the Commission dated October 22, 1998,
                           declaring the Registration Statement effective under
                           the Securities Act;

                 (3)       The Certificate of Incorporation of the Company, as
                           amended to date;

                 (4)       The Bylaws of the Company, as amended to date;

                 (5)       Minutes of meetings of the Company's Board of
                           Directors at which actions were taken with respect to
                           the transactions covered by this opinion and minutes
                           or records of other
<PAGE>   27
Warburg Dillon Read LLC.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
February [  ], 1999
Page 27

                           corporate proceedings;

                 (6)       The action of the Chief Executive Officer of the
                           Company, dated as of February [ ], 1999, with respect
                           to the terms of the Debentures and the Indenture;

                 (7)       The letters of KPMG LLP, dated February [ ], 1999 and
                           the date hereof, delivered pursuant to Section 6(d)
                           of the Underwriting Agreement;

                 (8)       The certificates, dated as of the date hereof,
                           delivered pursuant to Section 6(k) of the
                           Underwriting Agreement;

                  (9)      The Directors and Officers Questionnaires of the
                           directors and executive officers of the Company;

                 (10)      The Indenture, dated as of February [ ], 1999,
                           between the Company and Bank of Montreal Trust
                           Company, as Trustee (the "Trustee"), pursuant to
                           which the Debentures are to be issued (the
                           "Indenture");

                 (11)      The Certificate of the Trustee, dated as of the date
                           hereof, as to the due authentication of the
                           Debentures;

                 (12)      The Underwriting Agreement;

                 (13)      Specimen certificate(s) representing the Debentures;

                 (14)      The opinion of Robertson C. Jones, Esq., Vice
                           President and General Counsel of the Company, to you,
                           dated February [ ], 1999;

                 (15)      The documents referred to in subparagraphs (x)(B),
                           (C), (D), (E) and (F) below and the indentures with
                           respect to the Company's 9-3/4% Senior Subordinated
                           Debentures due 2003, 9% Senior Subordinated
                           Debentures due 2006, 9 3/4% Senior Subordinated
                           Debentures due 2008 and 9 3/8% Senior
<PAGE>   28
Warburg Dillon Read LLC.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
February [  ], 1999
Page 28
                           Subordinated Debentures due 2009;

                  (16)     Such other certificates and assurances from public
                           officials and officers and representatives of the
                           Company that we considered necessary or appropriate
                           for the purpose of rendering this opinion, copies of
                           which have been delivered to you; and

                 (17)      The opinions rendered by us in connection with our
                           representation of the Company in the issuance of its
                           common stock and certain related documents.

                 Based on the foregoing and in reliance thereon (with respect to
the opinion of Robertson C. Jones, to the extent set forth below), and subject
to the assumptions, qualifications and limitations set forth herein, we are of
the opinion that:

                   (i)     The Company is a corporation duly organized, validly
                           existing and in good standing under the laws of the
                           State of Delaware and has the corporate power to (A)
                           own its properties and conduct its business, in each
                           case as described in the Prospectus/Prospectus
                           Supplement, and (B) execute and deliver the
                           Underwriting Agreement and the Indenture and to
                           issue, sell and deliver the Debentures as
                           contemplated by the Underwriting Agreement;

                 (ii)      Each of the entities listed on Schedule II to the
                           Underwriting Agreement (the "Material Subsidiaries")
                           is a corporation, limited partnership or limited
                           liability company, as the case may be, duly
                           organized, validly existing and, as to the Material
                           Subsidiaries that are corporations and Del E. Webb
                           Development Co., L.P., a Delaware limited partnership
                           ("DEVCO"), in good standing under the laws of its
                           respective jurisdiction of incorporation or
                           organization. Each Material Subsidiary has the
                           corporate, partnership or limited liability company
                           power to own its properties and conduct its business,
                           in each case as described in the
                           Prospectus/Prospectus Supplement;
<PAGE>   29
Warburg Dillon Read LLC.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
February [  ], 1999
Page 29


                 (iii)     The Company is qualified to do business and in good
                           standing in Arizona, California, Nevada, Illinois,
                           Texas and South Carolina; Bellasera Corp., an Arizona
                           corporation, is qualified to do business and in good
                           standing in Illinois; Del Webb Communities, Inc., an
                           Arizona corporation, is qualified to do business and
                           in good standing in Nevada and South Carolina; Del
                           Webb Conservation Holding Corp., an Arizona
                           corporation, is qualified to do business and in good
                           standing in Nevada; Del Webb California Corp., an
                           Arizona corporation, is qualified to do business and
                           in good standing in California; Del Webb's Coventry
                           of Nevada, Inc., Homes Construction Co., an Arizona
                           corporation, is qualified to do business and in good
                           standing in Nevada; DEVCO is qualified to do business
                           in Arizona and Nevada; Del Webb Southwest Co., an
                           Arizona corporation, is qualified to do business and
                           in good standing in Texas; and Del Webb Texas Limited
                           Partnership, an Arizona limited partnership, is
                           qualified to do business in Arizona and Texas.

                  (iv)     The Company has the authorized capital stock set
                           forth in the Prospectus/Prospectus Supplement;

                  (v)      The 2,500,000 shares and 375,000 shares of the
                           Company's Common Stock issued on June 25 and July 25,
                           1991, respectively, in a registered public offering,
                           the approximately 1.1 million shares of the Company's
                           common stock publicly issued in August and September
                           1987 in an exchange offer for then outstanding notes,
                           the 333,333 shares of common stock of the Company
                           issued on September 25, 1983, upon exercise of
                           warrants, in a registered public offering and the
                           approximately 3.2 million shares of common stock of
                           the Company issued in connection with the
                           underwritten call in May and June 1992 of the
                           Company's 10-3/8% Convertible Subordinated Debentures
                           (none of which, we are informed, are now outstanding)
                           were all duly and validly authorized, fully paid,
                           non-assessable and not issued in violation of any
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                           preemptive rights provided by Arizona law or the
                           Articles of Incorporation or Bylaws of the Company as
                           then in effect (the Company was incorporated in
                           Arizona at the time of each of these issuances of
                           common stock). The 2,474,900 shares of the Company's
                           common stock issued on August 16, 1995 in a
                           registered public offering were all duly and validly
                           authorized, fully paid, non-assessable and not issued
                           in violation of any preemptive rights provided by
                           Delaware law or the Certificate of Incorporation or
                           Bylaws of the Company as then in effect;

                 (vi)      To our knowledge, there are no actions, suits or
                           proceedings pending or threatened in writing against
                           the Company or any of the Material Subsidiaries or
                           any of their respective properties, at law or in
                           equity or before or by any commission, board, body,
                           authority or agency, that are required to be
                           described in the Prospectus/Prospectus Supplement but
                           are not so described;

                 (vii)     The Underwriting Agreement has been duly authorized,
                           executed and delivered by the Company;

                 (viii)    The Debentures have been duly authorized by the
                           Company and, when executed, issued and authenticated
                           in accordance with the terms of the Indenture and
                           delivered and paid for in accordance with the terms
                           of the Underwriting Agreement, will be entitled to
                           the benefits of the Indenture and will be legal,
                           valid and binding obligations of the Company,
                           enforceable against the Company in accordance with
                           their terms, and the Debentures and the Indenture
                           conform to the descriptions thereof in the Prospec-
                           tus/Prospectus Supplement;

                 (ix)      The Indenture has been duly authorized, executed and
                           delivered by the Company and is a legal, valid and
                           binding agreement of the Company, enforceable against
                           the Company in accordance with its terms, and the
                           Indenture has been qualified under the Trust
                           Indenture Act;
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                 (x)       The execution, delivery and performance of the
                           Underwriting Agreement and the Indenture, the
                           issuance and sale of the Debentures by the Company
                           and the consummation of the other transactions
                           contemplated by the Underwriting Agreement and the
                           Indenture will not result in any breach of or
                           constitute a default under (or constitute an event
                           which with notice, lapse of time or both would
                           constitute a breach of or default under): (A) the
                           Certificate of Incorporation or Bylaws of the
                           Company; (B) any indenture, mortgage, deed of trust,
                           bank loan or credit agreement or other similar
                           written agreement or instrument that was filed, or
                           incorporated by reference, as an exhibit to the
                           Company's Annual Report on Form 10-K for its fiscal
                           year ended June 30, 1998 filed with the Commission or
                           that is referred to in the Prospectus/Prospectus
                           Supplement; (C) the Company's 9-3/4% Senior
                           Subordinated Debentures due 2003; (D) the Company's
                           9% Senior Subordinated Debentures due 2006; (E) the
                           Company's 9-3/4% Senior Subordinated Debentures due
                           2008; (F) the Company's 9-3/8% Senior Subordinated
                           Debentures due 2009; (G) any federal or Arizona
                           state statute, regulation or rule applicable to the
                           Company (with respect to the execution, delivery and
                           performance of the Indenture and the issuance and
                           sale of the Debentures only, provided that no opinion
                           is expressed as to state securities or Blue Sky laws
                           or the rules and regulations under any of them or as
                           to any misstatements or omissions in the
                           Registration Statement, Prospectus or
                           Prospectus/Prospectus Supplement); (H) the Delaware
                           General Corporation Law (with respect to the
                           execution, delivery and performance of the Indenture
                           and the issuance and sale of the Debentures only,
                           provided that no opinion is expressed as to state
                           securities or Blue Sky laws or the rules and
                           regulations under any of them or as to any
                           misstatements or omissions in the Registration
                           Statement, Prospectus or Prospectus/Prospectus
                           Supplement); or (I) any license, decree, judgment or
                           order applicable to the Company and known to us (with
                           respect to the execution, delivery and performance of
                           the Indenture and the issuance and sale of the 
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                           Debentures only, provided that no opinion is
                           expressed as to state securities or Blue Sky laws or
                           the rules and regulations under any of them or as to
                           any misstatements or omissions in the Registration
                           Statement, Prospectus or Prospectus/Prospectus
                           Supplement);

                 (xi)      No consent, approval, authorization, order or
                           qualification of or registration with any federal or
                           Arizona, Delaware (to the extent required by the
                           Delaware General Corporation Law) or New York state
                           governmental or regulatory commission, board, body,
                           authority or agency is required for the issuance or
                           sale of the Debentures by the Company as contemplated
                           by the Underwriting Agreement and the Indenture,
                           other than as has been accomplished under the
                           Securities Act and the Trust Indenture Act and for
                           filing of the Indenture under the Securities Act
                           (which, we understand, is anticipated to be timely
                           done by the Company by the filing of a Current Report
                           on Form 8-K to which such document will be an
                           exhibit), provided that we express no opinion as to
                           any necessary qualification or registration, or
                           exemption therefrom, under any state securities or
                           Blue Sky laws;

                 (xii)     The Registration Statement has become effective under
                           the Securities Act and, to our knowledge, no stop
                           order proceedings with respect thereto are pending or
                           threatened under the Securities Act;

                 (xiii)    To our knowledge, neither the Company nor any of the
                           Material Subsidiaries is in breach of or in default
                           under (nor has any event occurred that with notice,
                           lapse of time or both would constitute a breach of or
                           default under): (a) any indenture, mortgage, deed of
                           trust, bank loan or credit agreement or other written
                           agreement or instrument identified or described in
                           subparagraph (x)(B), (C), (D), (E) and (F) above; or
                           (b) any federal or Arizona, California, Delaware,
                           Nevada, South Carolina, Texas, Illinois or Florida
                           state or local license, decree, judgment or order
                           applicable to the
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                           Company or any of the Material Subsidiaries and known
                           to us; in each case in clauses (a) and (b) where such
                           breach or default could have a material adverse
                           affect on the consolidated financial position,
                           prospects, shareholders' equity or results of
                           operations of the Company and its subsidiaries taken
                           as a whole;

                 (xiv)     To our knowledge, there are no contracts, licenses,
                           agreements, leases or documents of a character that
                           are required to be filed as exhibits to the
                           Registration Statement or to be summarized or
                           described in the Prospectus/Prospectus Supplement
                           that have not been so filed, summarized or described;
                           and

                 (xv)      The Registration Statement and the Prospectus/
                           Prospectus Supplement (except as to the financial
                           statements, financial statement notes and financial
                           statement schedules and other financial and
                           statistical data contained or incorporated by
                           reference therein and in the Exhibits thereto
                           (including the T-1), as to which we express no
                           opinion or make no other statement) comply as to form
                           in all material respects with the applicable
                           requirements of the Securities Act and the Trust
                           Indenture Act and the rules and regulations under
                           both; the documents incorporated by reference in
                           the Registration Statement and the Prospec-
                           tus/Prospectus Supplement when they were filed or, if
                           an amendment with respect to any such document was
                           filed, when such amendment was filed (except as to
                           financial statements, financial statement notes and
                           financial statement schedules and other financial and
                           statistical data contained therein, as to which we
                           express no opinion or make no other statement),
                           complied as to form in all material respects with the
                           then applicable requirements of the Securities
                           Exchange Act of 1934, as amended, and the rules and
                           regulations thereunder.

                 (xvi)     The Statements in the Prospectus/Prospectus
                           Supplement under the caption "Certain Federal Tax
                           Matters," to the extent
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                           they constitute statements of United States federal
                           tax laws, are correct in all material respects.

                 (xvii)    Neither the Company nor any of its subsidiaries is an
                           "investment company" within the meaning of the
                           Investment Company Act of 1940, as amended, or is
                           subject to regulation thereunder.

                 During the course of the preparation of the
Prospectus/Prospectus Supplement, we participated in conferences with
representatives of the Company, its independent accountants, you and your
counsel, at which conferences the contents of the Registration Statement,
Prospectus and Prospectus/Prospectus Supplement and related matters were
discussed. We have not independently verified the accuracy, completeness or
fairness of the statements contained in the Registration Statement, Prospectus
or Prospectus/Prospectus Supplement and the nature of our participation is such
that we are unable to assume, and do not assume, any responsibility for the
accuracy, completeness or fairness of such statements. However, based upon our
participation as described in this paragraph, we have no reason to believe and
do not believe that the Registration Statement, Prospectus or the
Prospectus/Prospectus Supplement or any documents incorporated by reference
therein (provided that we express no opinion and make no other statement as to
the financial statements, financial statement notes and financial statement
schedules and other financial and statistical data contained therein or with
respect to the T-1), as of their respective effective or issue dates and as of
the date hereof, contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                 Our opinion set forth in paragraphs (viii) and (ix) above is
subject to (a) the effect of applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws and court decisions of general application,
including without limitation, statutory or other laws regarding fraudulent or
preferential transfers relating to, limiting or affecting the enforcement of
creditors' rights generally and (b) general principles of equity which may limit
the enforceability of any of the remedies, covenants or other provisions of the
Debentures and the Indenture, as well as the availability of injunctive relief
or other equitable remedies, and the application of principles of equity
(regardless of whether enforcement is considered in
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proceedings at law or in equity) as such principles relate to, limit or affect
the enforcement of creditors' rights generally. In addition, we express no
opinion as to: (a) any provisions of the Debentures or the Indenture regarding
the remedies available to any person (1) to take discretionary action that is
arbitrary, unreasonable or capricious or is not taken in good faith or in a
commercially reasonable manner, whether or not such action is permitted under
the Debentures or the Indenture, or (2) for violations or breaches that are
determined by a court to be non-material; (b) with respect to subparagraphs
(x)(B), (C), (D), (E) and (F), whether compliance by the Company with Sections
4.14 or 4.15 of the Indenture, by making a "Change of Control Offer" or a "Net
Worth Offer" (as defined therein), the creation of a lien on property of the
Company under the fourth paragraph of Section 7.07 of the Indenture or the
existence of a "Default" or "Event of Default" under Article 6 of the Indenture
will constitute a default, event of default or cross-default under any of the
indentures, mortgages, deeds of trust, bank loans or credit agreements or other
similar written agreements or instruments referred to in subparagraphs (x)(B),
(C), (D), (E) and (F); (c) with respect to whether acceleration of the
Debentures may affect the collectibility of that portion of the stated principal
amount thereof that might be determined to constitute unearned interest thereon;
(d) the enforceability of the waivers of rights or defenses provided for in
Section 4.12 of the Indenture; or (e) the enforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy. Our opinion
in paragraphs (viii) and (ix) is subject to the assumption that the Indenture
has been duly authorized, executed and delivered by the Trustee and the Agent
and constitutes a valid and binding agreement of the Trustee and the Agent,
enforceable against the Trustee and the Agent in accordance with its terms,
subject to exceptions of the type contained above in this paragraph.

                  This letter is limited to the facts and the law as they exist
on the date hereof. In addition, with respect to statements in this letter based
on our knowledge, (i) we have advised you only as to knowledge obtained by us in
connection with matters to which we have given substantive attention as counsel
to the Company in the form of legal consultation and (ii) such knowledge refers
only to the knowledge of the lawyers in our firm participating in the
preparation of the Registration Statement and the Prospectus/Prospectus
Supplement (being Steven Meiers, Stephen Tolles, Larry Furst and ______________)
and not to the knowledge of every lawyer in our firm. The individuals mentioned
above are those whom, we believe, are the
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appropriate persons of whom to inquire in rendering the opinions given as to our
knowledge herein. Please be advised that (a) our firm has not represented the
Company or any of its subsidiaries in any real property-related matters or given
substantive attention as counsel for the Company in the form of legal
consultation as to any license, decree, judgment or order as may exist with
respect to the business of Company and its subsidiaries (other than judgments or
orders favorable to the Company that are either not relevant to, or are
consistent with, the opinions expressed in this letter), (b) we are not
representing the Company in connection with any actual or threatened actions,
suits or proceedings and (c) except for a review of one of the certificates
referred to in paragraph (16), with your permission, we have not made any other
inquiries with respect thereto.

                  The Company is a Delaware corporation and, until it
reincorporated in Delaware in 1994, was an Arizona corporation. The Material
Subsidiaries are Arizona corporations, an Arizona limited liability company, an
Arizona limited partnership and a Delaware limited partnership. We are not
admitted to practice in Arizona or Delaware. However, we are generally familiar
with Title 10 of the Arizona Revised Statutes, Chapters 1-23 (Corporations and
Associations) and its predecessor statutes, the Delaware General Corporation Law
and the Delaware Revised Uniform Limited Partnership Act and, except as set
forth in the following sentence, have made such review thereof as we consider
necessary for the purpose of rendering the opinion contained in paragraphs (i),
(ii) (as to DEVCO), (iv), (v), (vii), (viii), (ix), (x)(A) and (xi) of this
opinion. Insofar as this opinion covers Arizona law (except with respect to
paragraph (iii) hereof), or Arizona, California, Delaware, Nevada, South
Carolina, Texas, Illinois or Florida state or local licenses, decrees, judgments
or orders and as to paragraphs (v), (xiii) (b) and (xiv), we have relied, with
your permission, on the opinion of Robertson C. Jones, Esq., Vice President and
General Counsel of the Company, to you, a copy of which is attached hereto, and
(a) as to paragraphs (ii) (second sentence) (with respect to the Material
Subsidiaries other than DEVCO), (x)(G) (except as to federal law), (xi) (except
as to federal law and the Delaware General Corporation Law), and (xiii) such
reliance is, with your permission, exclusive and without any independent
verification and (b) our opinion is subject to the same qualifications,
assumptions and limitations as are set forth in that opinion. We believe you and
we are justified in relying on that opinion. Subject to the foregoing, this
opinion is limited to federal, Arizona, Delaware and New York law, to the extent
set forth above. With respect to the opinion in paragraphs (i) and (ii) as to
valid existence and good standing and with respect to the opinion in
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paragraph (iii), we have relied exclusively on certificates from the relevant
state authorities, except with respect to the qualification of DEVCO in Arizona,
in which case we have relied exclusively on oral advice from a representative of
the relevant state authority.

                 This letter is furnished to you in connection with the
Underwriting Agreement and the transactions contemplated thereby, is solely for
your benefit, may not be quoted in part by you or in whole or in part by any
other person and may not be relied upon by any other person or by you in any
other context.

                                            Very truly yours,


                                            GIBSON, DUNN & CRUTCHER LLP
<PAGE>   38
                                                                         ANNEX B


                               February [ ], 1999

Warburg Dillon Read LLC
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
c/o Warburg Dillon Read LLC
299 Park Avenue
New York, New York 10171

          Re:    Del Webb Corporation
                 Public Offering of $200,000,000 of
                 [  ]% Senior Subordinated Debentures due 2010

Ladies and Gentlemen:

                  I am the General Counsel of Del Webb Corporation, a Delaware
corporation (the "Company"), and render this opinion to you pursuant to Section
6(b) of the Underwriting Agreement, dated February [ ], 1999, between each of
you and the Company (the "Underwriting Agreement") in connection with the sale
by the Company to you of $200 million of [ ]% Senior Subordinated Debentures due
2010 (the "Debentures").

                  In connection with my examination of documents as described
below, I have assumed the genuineness of all signatures on, and the authenticity
of, all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as copies. With respect to agreements
and instruments executed by natural persons, I have assumed the legal competency
of such persons.

                 For the purpose of rendering this opinion, I have made such
factual and legal inquiries as I deemed necessary under the circumstances and in
that connection I have examined, among other things, originals or copies of the
following:

                 (1)       The registration statement on Form S-3 (Securities
                           Act file number 333-63671) filed by the Company with
                           the Securities and Exchange Commission (the
                           "Commission") on September 18, 1998 for the purpose
                           of registering the sale of various securities,
                           including Senior Subordinated Debt Securities, under
                           the Securities Act of 1933, as amended (the
                           "Securities Act"), the related Form T-1 filed with
                           the Commission for the
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                           purpose of qualifying the Indenture (defined below)
                           under the Trust Indenture Act of 1939, as amended
                           (the "Trust Indenture Act") and the prospectus
                           included as part of the Registration Statement
                           (defined below). The registration statement in the
                           form in which it became effective on October 22,
                           1998, including the documents incorporated by
                           reference therein to the extent not modified or
                           superseded thereby, is referred to below as the
                           "Registration Statement", the prospectus of the
                           Company dated October 22, 1998, including the
                           documents incorporated by reference therein to the
                           extent not modified or superseded thereby, is
                           referred to below as the "Prospectus" and the
                           Prospectus, as supplemented by the Prospectus
                           Supplement to Prospectus dated February [ ], 1999 in
                           the form filed by the Company with the Commission
                           pursuant to Rule 424(b) of the Rules and Regulations
                           adopted by the Commission under the Securities Act
                           (the "Rules"), including the documents incorporated
                           by reference therein to the extent not modified or
                           superseded thereby, is referred to below as the
                           "Prospectus/Prospectus Supplement";

                 (2)       The Certificate of Incorporation of the Company
                           The Articles of Incorporation of Del Webb
                           Communities, Inc.,
                           Anthem Arizona, LLC
                           Bellasera Corp
                           Del Webb's Coventry Homes, Inc.
                           Del Webb's Coventry Homes Construction Co.
                           Del Webb Home Construction, Inc.
                           Del Webb's Spruce Creek Communities, Inc.
                           Del Webb's Sunflower of Tucson, Inc.
                           Terravita Home Construction Co.
                           Terravita Corp.
                           Del Webb's Coventry Homes of Tucson, Inc.
                           Del Webb's Coventry Homes Construction of Tucson Co.
                           Del Webb's Coventry Homes of Nevada, Inc.
                           Del Webb Homes, Inc.
                           Del Webb Conservation Holding Corp.
                           Trovas Company
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                           Trovas Construction Company
                           Fairmount Mortgage, Inc.
                           Del  Webb Limited Holding Co.
                           Del Webb Southwest Co. (each of which is an Arizona
                              corporation)
                           Certificate and Agreement of Limited Partnership of
                           Del Webb Texas Limited Partnership, an Arizona
                           limited partnership ("DW Texas L.P.") (together, the
                           "Material Subsidiaries");

                 (3)       The Bylaws of the Company and of the Material
                           Subsidiaries that are corporations, as amended to
                           date;

                 (4)       Minutes of meetings of the Boards of Directors of the
                           Company at which actions were taken with respect to
                           the transactions covered by this opinion and minutes
                           or records of other corporate proceedings;

                 (5)       The action of the Chief Executive Officer of the
                           Company, dated as of February [ ], 1999, with respect
                           to the terms of the Debentures and the Indenture;

                 (6)       The letters of KPMG LLP, dated February [ ], 1999,
                           and the date hereof, delivered pursuant to Section
                           6(d) of the Underwriting Agreement;

                 (7)       The certificate, dated as of the date hereof,
                           delivered pursuant to Section 6(j) of the
                           Underwriting Agreement;

                 (8)       The Indenture, dated as of February [ ], 1999,
                           between the Company and Bank of Montreal Trust
                           Company, as Trustee (the "Trustee"), pursuant to
                           which the Debentures are to be issued (the
                           "Indenture");

                 (9)       The Certificate of the Trustee, dated as of the date
                           hereof, as to the due authentication of the
                           Debentures;
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                 (10)      The Underwriting Agreement;

                 (11)      Specimen certificate(s) representing the Debentures;

                 (12)      The documents referred to in subparagraph (v)(A)-(F)
                           below and the indentures with respect to the
                           Company's 9-3/4% Senior Subordinated Debentures due
                           2003, 9% Senior Subordinated Debentures due 2006,
                           9-3/4% Senior Subordinated Debentures due 2008 and
                           9-3/8% Senior Subordinated Debentures due 2009;

                 (13)      My opinions rendered in connection with the public
                           offerings by the Company of its 9-3/4% Senior
                           Subordinated Debentures due 2003, 9% Senior
                           Subordinated Debentures due 2006, 9-3/4% Senior
                           Subordinated Debentures due 2008 and 9-3/8% Senior
                           Subordinated Debentures due 2009 and 2,474,900 shares
                           of the Common Stock in August 1995; and

                 (14)      Such other certificates and assurances from public
                           officials and officers and representatives of the
                           Company that I considered necessary or appropriate
                           for the purpose of rendering this opinion, copies of
                           which have been delivered to you.

                 Based on the foregoing and in reliance thereon, and subject to
the assumptions, qualifications and limitations set forth herein, I am of the
opinion that:

                 (i)       Each of the Material Subsidiaries (except DW Texas
                           L.P.) is a corporation organized, validly existing
                           and in good standing under the laws of Arizona, and
                           DW Texas L.P. is a limited partnership organized and
                           validly existing under the laws of Arizona. Each
                           Material Subsidiary has the corporate or partner ship
                           (as to DW Texas L.P.) power to own its properties and
                           conduct its business, in each case as described in
                           the Prospectus/Prospectus Supplement;

                 (ii)      The 2,500,000 shares and 375,000 shares of the
                           Company's
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                           common stock issued on June 25 and July 25, 1991,
                           respectively, in a registered public offering, the
                           approximately 1.1 million shares of the Company's
                           common stock publicly issued in August and September
                           1987 in an exchange offer for then outstanding notes,
                           the 333,333 shares of common stock of the Company
                           issued on September 25, 1983, upon exercise of
                           warrants, in a registered public offering and the
                           approximately 3.2 million shares of common stock of
                           the Company issued in connection with the
                           underwritten call in May and June 1992 of the Com-
                           pany's 10-3/8% Convertible Subordinated Debentures
                           (none of which, I am informed, are now outstanding)
                           were all duly and validly authorized, fully paid,
                           non-assessable and not issued in violation of any
                           preemptive rights provided by Arizona law or the
                           Articles of Incorporation or Bylaws of the Company as
                           then in effect (the Company was incorporated in
                           Arizona at the time of each of these issuances of
                           common stock);

                 (iii)     To my knowledge and except for a 1989 lawsuit
                           challenging the issuance of the Company's 10-3/8%
                           Convertible Subordinated Debentures and the shares
                           issuable upon conversion thereof, which lawsuit was
                           dismissed without any payment by the Company to the
                           plaintiffs or their counsel, no shares of common
                           stock of the Company issued and outstanding as of the
                           date hereof have been or are the subject of any claim
                           or threatened claim that they were not duly
                           authorized, validly issued and non-assessable. Though
                           it is unclear precisely which statute of limitations
                           in Arizona law would govern any such claim, for
                           issuances when the Company was an Arizona
                           corporation, the limitation period by which any such
                           claim must be made is the later of six years from the
                           date of any issuance of shares or three years from
                           the date any claimant knew or should have known that
                           the applicable shares were not authorized, validly
                           issued and non-assessable;

                 (iv)      The Underwriting Agreement and the Indenture have
                           been
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                           duly authorized, executed and delivered by the
                           Company;

                 (v)       To my knowledge, none of the Company, any of the
                           Material Subsidiaries or Del E. Webb Development Co.,
                           L.P., a Delaware limited partnership ("DEVCO"), is in
                           breach of or in default under (nor has any event
                           occurred which with notice, lapse of time or both
                           would constitute a breach of or default under): (A)
                           any indenture, mortgage, deed of trust, bank loan or
                           credit agreement or other written agreement or
                           instrument which was filed, or incorporated by
                           reference, as an exhibit to the Company's Annual
                           Report on Form 10-K for its fiscal year ended June
                           30, 1998 filed with the Commission or which is
                           referred to in the Prospectus/Prospectus Supplement;
                           (B) the Company's 9-3/4% Senior Subordinated
                           Debentures due 2003; (C) the Company's 9% Senior
                           Subordinated Debentures due 2006; (D) the Company's
                           9-3/4% Senior Subordinated Debentures due 2008; (E)
                           the Company's 9-3/8% Senior Subordinated Debentures
                           due 2009; (F) the Company's Option Agreements with
                           respect to real property located in Lincoln,
                           California, near Hilton Head Island, South Carolina,
                           and in Georgetown, Texas, in each case which are
                           referred to in the Prospectus/Prospectus Supplement;
                           or (G) any federal or Arizona, California, Delaware,
                           Nevada, South Carolina, Texas, Illinois or Florida
                           state or local license, decree, judgment or order
                           applicable to the Company, any of the Material
                           Subsidiaries or DEVCO and known to me; in each case
                           in subparagraphs (A)-(G) above, where such breach or
                           default could have a material adverse effect on the
                           consolidated financial position, prospects,
                           shareholders' equity or results of operations of the
                           Company and its subsidiaries taken as a whole;

                 (vi)      To my knowledge, there are no contracts, licenses,
                           agreements, leases or documents of a character which
                           are required to be filed as exhibits to the
                           Registration Statement or to be summarized  or
                           described in the Prospectus/Prospectus Supplement
                           which have not been so filed, summarized or
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                           described;

                 (vii)     The Debentures have been duly authorized, executed
                           and delivered by the Company;

                 (viii)    No consent, approval, authorization, order or
                           qualification of or registration with any Arizona
                           state governmental or regulatory commission, board,
                           body, authority or agency is required for the
                           issuance or sale of the Debentures by the Company as
                           contemplated by the Underwriting Agreement, provided
                           that I express no opinion as to any necessary
                           qualification or registration, or exemption
                           therefrom, under Arizona state securities or Blue Sky
                           laws;

                 (ix)      The execution, delivery and performance of the
                           Underwriting Agreement and the Indenture and the
                           issuance and sale of the Debentures by the Company
                           and the consummation of the transactions contemplated
                           by the Underwriting Agreement and the Indenture by
                           the Company will not result in any breach of or
                           constitute a default under (or constitute an event
                           which with notice, lapse of time or both would
                           constitute a breach of or default under): (A) any
                           indenture, mortgage, deed of trust, bank loan or
                           credit agreement or other written agreement or
                           instrument referred to in paragraphs (v)(A)-(F)
                           above, provided that no opinion is rendered as to
                           whether the making of a Charge of Control Offer or a
                           Net Worth Offer, as defined in and pursuant to
                           Sections 4.14 or 4.15 of the Indenture, respectively,
                           or creating a lien pursuant to the fourth paragraph
                           of Section 7.07 of the Indenture would result in such
                           a breach or default (or event which with notice,
                           lapse of time or both would constitute such a breach
                           of default); (B) any Arizona, California, Delaware,
                           Nevada, South Carolina, Texas, Illinois or Florida
                           state statute, regulation or rule applicable to the
                           Company, any of the Material Subsidiaries or DEVCO
                           (with respect to the execution, delivery and
                           performance of the Indenture and the sale of the
                           Debentures only, provided that no opinion is
                           expressed as to state securities or Blue Sky laws or
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                           the rules and regulations under any of them or as
                           to any misstatements or omissions in the Registration
                           Statement, Prospectus or Prospectus/Prospectus
                           Supplement); or (C) any license, decree, judgment or
                           order applicable to the Company, any of the Material
                           Subsidiaries or DEVCO and known to me (with respect
                           to the execution, delivery and performance of the
                           Indenture and the sale of the Debentures only,
                           provided that no opinion is expressed as to state
                           securities or Blue Sky laws or the rules and
                           regulations under any of them or as to any
                           misstatements or omissions in the Registration
                           Statement, Prospectus or Prospectus/Prospectus
                           Supplement);

                 (x)       To my knowledge, there are no actions, suits or
                           proceedings pending or threatened in writing against
                           the Company, any of the Material Subsidiaries or
                           DEVCO, or any of their respective properties, at law
                           or in equity or before or by any commission, board,
                           body, authority or agency, which are required to be
                           described in the Prospectus/Prospectus Supplement,
                           but are not so described; and

                  (xi)     The Company owns, directly or indirectly, all of the
                           "Common Equity" (as defined in the Indenture) of each
                           of the Material Subsidiaries and DEVCO.

                  During the course of the preparation of the
Prospectus/Prospectus Supplement, I participated in conferences with
representatives of the Company, its independent accountants, you and your
counsel, at which conferences the contents of the Registration Statement,
Prospectus and Prospectus/Prospectus Supplement and related matters were
discussed. I have not independently verified the accuracy, completeness or
fairness of the statements contained in the Registration Statement, Prospectus
or Prospectus/Prospectus Supplement and the nature of my participation is such
that I am unable to assume, and do not assume, any responsibility for the
accuracy, completeness or fairness of such statements. However, based upon my
participation as described in this paragraph, I have no reason to believe and do
not believe that the Registration Statement, the Prospectus or the
Prospectus/Prospectus Supplement (provided that I express no opinion and make no
other statement as to the financial statements, financial statement notes and
financial statement schedules
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and other financial and statistical data contained or incorporated by reference
therein or with respect to the T-1), as of their respective effective or issue
date and as of the date hereof, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                 This letter is limited to the facts and the law as they exist
on the date hereof. In addition, with respect to statements in this letter based
on my knowledge, I have advised you only as to knowledge obtained by me in
connection with matters to which I have given substantive attention as General
Counsel of the Company in the form of legal consultation and knowledge obtained
by me from consultation with attorneys in the legal department of the Company
concerning the opinions set forth above with respect to their knowledge in
connection with matters to which they have given substantive attention as
attorneys for the Company in the form of legal consultation.

                  This opinion is limited to Arizona law. The statements herein
as to California, Delaware, Nevada, South Carolina, Texas, Illinois and Florida
state or local statutes, regulations, rules, licenses, decrees, judgments or
orders are as to my knowledge and not an opinion with respect thereto. This
letter is furnished to you in connection with the Underwriting Agreement and the
transactions contemplated thereby, is solely for your benefit, may not be quoted
in part by you or in whole or in part by any NationsBanc Montgomery Securities
LLC February [ ], 1999 Page 10 other person and may not be relied upon by any
other person or by you in any other context, provided that this letter may be
relied upon by Gibson, Dunn & Crutcher LLP in connection with its opinion
pursuant to Section 6(a) of the Underwriting Agreement and in any opinion to the
Trustee and may be attached to those opinions.

                                            Very truly yours,


                                            ROBERTSON C. JONES