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



On January 11, 2021, M.D.C. Holdings, Inc. (the "Company") completed the
issuance of $350 million of 2.500% Senior Notes due January 15, 2031 (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 January 6,
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 January 11, 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 January 11, 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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