ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT



On August 6, 2021, M.D.C. Holdings, Inc. (the "Company") completed the issuance
of $350 million of 3.966% Senior Notes due August 6, 2061 (the "Notes"), in
accordance with terms previously announced. The offering was made pursuant to
the Company's registration statement on Form S-3ASR (Registration No.
333-232327), as supplemented by the prospectus supplement dated August 3, 2021.
The Notes were issued pursuant to the Indenture dated as of December 3, 2002,
among the Company, the guarantors named therein and U.S. Bank National
Association, as Trustee, as supplemented by the supplemental indenture dated as
of August 6, 2021.


ITEM 8.01.  OTHER EVENTS


In connection with the offering and sale of the Notes described under Item 2.03
above, Sherman & Howard L.L.C. and Miles & Stockbridge P.C., respectively,
provided the Company with the legal opinions attached as Exhibit 5.1 and Exhibit
5.2 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number                   Description

4.1                                Indenture dated as of December 3, 2002,

by and among the Company and

U.S. Bank National Association

(incorporated by reference to Exhibit


                                 4.2 of the Company's Form S-3/A filed on

September 1, 2004).



4.2                                Supplemental Indenture dated as of

August 6 , 2021, among


                                 the Company, the guarantors named therein and U.S. Bank National
                                 Association, as Trustee.

5.1                                Opinion of Sherman & Howard L.L.C.

5.2                                Opinion of Miles & Stockbridge P.C.

104                              Cover Page Interactive Data file (formatted in Inline XBRL)

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