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(TORYS LOGO)                                            237 Park Avenue
                                                        New York, New York
                                                        10017.3142

                                                        TEL 212.880.6000
                                                        FAX 212.682.0200

                                                        www.torys.com

                                                                   June 29, 2004


Brookfield Homes Corporation
12865 Pointe Del Mar
Suite 200
Del Mar, CA  92014

Dear Sirs/Mesdames:

      RE: STOCK OPTION PLAN

      We have acted as counsel for Brookfield Homes Corporation ("Brookfield"),
a corporation incorporated under the laws of the State of Delaware, in
connection with the registration on Form S-8 (the "Form S-8") pursuant to the
Securities Act of 1933, as amended, of up to 2,000,000 shares of common stock of
Brookfield (the "Shares") issuable upon exercise of options to purchase shares
of common stock granted under the Brookfield Homes Corporation Stock Option Plan
(the "Plan). This opinion is being furnished to you at the request of
Brookfield.

      In connection with furnishing this opinion, we have made such
investigations and examined originals or copies certified or otherwise
identified to our satisfaction of such documents, records and certificates of
Brookfield and government officials as we have considered necessary or relevant
for the purposes of this opinion, including:

      (a)   the articles and by-laws of Brookfield;

      (b)   the Plan; and

      (c)   copies of the resolutions of the directors of Brookfield authorizing
the Plan and the issuance of the Shares thereunder.

      We have also relied, to the extent we deemed relevant and necessary as a
basis for the opinions and statements expressed below, upon oral and written
statements of officers and other representatives of Brookfield as to factual
matters.

      In giving this opinion, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the documents reviewed by us, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of the


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latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have
examined are accurate and complete.

      The opinions below are limited to the federal laws of the United States.

      Based and relying upon and subject to the foregoing we are of the opinion
that:

      1. The Shares have been duly authorized by all necessary corporate action
on the part of Brookfield.

      2. When issued upon exercise of an option to purchase shares of common
stock pursuant to the Plan, the Shares will be validly issued and outstanding as
fully paid and non-assessable.

      This letter is provided to you for your benefit, solely with regard to the
transactions contemplated hereby, may be relied upon by you only in connection
with such transactions, and may not be relied upon by any other person or for
any other purpose without our prior written consent. The opinions and
confirmations set forth herein are made as of the date hereof, and we hereby
disclaim any obligation, express or implied, to update such matters after the
date hereof.

      We hereby consent to the inclusion of this opinion as an exhibit to the
Form S-8. In giving this consent, we do not thereby admit that we that we come
within the category of persons whose consent is required by the Securities Act
of 1933, as amended, or the rules and regulations promulgated thereunder

                                                     Yours very truly,

                                                     /s/ Torys LLP