Exhibit 5.1
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| | Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com |
September 8, 2022
Marriott International, Inc.
7750 Wisconsin Avenue
Bethesda, Maryland 20814
Re: | Marriott International, Inc. |
Registration Statement on Form S-3 (File No. 333-253260)
Ladies and Gentlemen:
We have acted as counsel to Marriott International, Inc., a Delaware corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement, dated September 6, 2022, filed with the Commission on September 7, 2022, pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $1,000,000,000 aggregate principal amount of the Company’s 5.000% Series JJ Notes due 2027 (the “Notes”). In connection therewith, we have examined the registration statement on Form S-3, File No. 333-253260 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus included therein.
The Notes have been issued pursuant to the Indenture, dated as of November 16, 1998 (the “Base Indenture”), entered into between the Company and The Bank of New York Mellon, as successor indenture trustee to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank (the “Trustee”), as supplemented by the Officers’ Certificate pursuant to Section 301 of the Base Indenture, dated September 8, 2022, relating to the Notes (the “301 Certificate”), between the Company and the Trustee.
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the 301 Certificate and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
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