Exhibit 5.1
[LATHAM & WATKINS LLP LETTERHEAD]
December 30, 2003
Host Marriott, L.P.
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817
| Re: | Registration Statement No. 333-111021-60; $725,000,000 Aggregate Principal Amount of 7 1/8% Series K Senior Notes due 2013 |
Ladies and Gentlemen:
In connection with the registration by Host Marriott, L.P., a Delaware limited partnership (the “Company”), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on December 9, 2003, and amended on December 30, 2003 (File No. 333-111021-60) (the “Registration Statement”), of $725,000,000 aggregate principal amount of 7 1/8% Series K Senior Notes due 2013 (the “Securities”), and the guarantees of the Securities (the “Guarantees”) by the guarantors listed on Exhibit A (the “Guarantors”), to be issued under a Twelfth Supplemental Indenture dated November 6, 2003, among the Company, the Guarantors and The Bank of New York, as trustee (the “Twelfth Supplemental Indenture”), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as so supplemented, the “Indenture”) originally among the Company, the guarantors named therein and HSBC Bank USA (f/k/a Marine Midland Bank), as trustee, you have requested our opinion set forth below.
In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company and each of the Guarantors organized under the laws of the State of Delaware (the “Covered Guarantors”) in connection with the authorization of the Indenture, the Securities and the Guarantees, respectively, and the issuance of the Securities and the Guarantees. For the purposes of this opinion, we have assumed that proceedings to be taken in the future will be timely completed in the manner proposed. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
We are opining herein as to the effect on the subject transaction only of the federal laws of the United States, the internal laws of the State of New York, and in paragraphs 1, 2, and 3 of this letter the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and we express
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no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various issues concerning the laws of the states of Florida, Minnesota, Massachusetts and Texas are addressed in the respective opinions of the law firms listed on Exhibit B hereto, which have been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:
(1) The Indenture has been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, of the Company and each of the Covered Guarantors, has been duly executed and delivered by the Company and each of the Covered Guarantors, and is a legally valid and binding obligation of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms.
(2) The Securities have been duly authorized by all necessary corporate action of the Company, and when executed, issued, authenticated and delivered by or on behalf of the Company against payment therefor in accordance with the Indenture in the manner contemplated by the Registration Statement, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(3) The Guarantees of each of the Covered Guarantors have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, of each of the Covered Guarantors and, when executed and delivered in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery and payment therefore in the manner contemplated by the Registration Statement), the Guarantees of each Guarantor will be the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.
The opinions rendered in paragraphs 1, 2 and 3 of this letter relating to the enforceability of the Indenture, the Securities and the Guarantees, respectively, are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability 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; (iv) the unenforceability of any provision requiring the payment of attorneys’ fees, where
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such payment is contrary to law or public policy; and (v) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 4.4 of the Indenture.
With your consent, we have assumed for purposes of this opinion that (i) each of the parties to the Indenture, the Securities and the Guarantees other than the Company and the Covered Guarantors (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) has the requisite power and authority to execute and deliver and to perform its obligations under each of the Operative Documents to which it is a party; and (c) has duly authorized, executed and delivered each such Operative Document; (ii) with respect to the trustee, the Indenture constitutes its legally valid and binding agreement, enforceable against it in accordance with its terms; and (iii) the trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Validity of the Securities.”
Very truly yours,
/s/ Latham & Watkins LLP
EXHIBIT A
Guarantors
| Name | Jurisdiction of Organization | |
HMH Rivers, L.P | Delaware | |
HMH Marina LLC | Delaware | |
HMC SBM Two LLC | Delaware | |
HMC PLP LLC | Delaware | |
HMC Retirement Properties, L.P. | Delaware | |
HMH Pentagon LLC | Delaware | |
Airport Hotels LLC | Delaware | |
Chesapeake Financial Services LLC | Delaware | |
HMC Capital Resources LLC | Delaware | |
YBG Associates LLC | Delaware | |
PRM LLC | Delaware | |
Host Park Ridge LLC | Delaware | |
Host of Boston, Ltd. | Massachusetts | |
Host of Houston, Ltd. | Texas | |
Host of Houston 1979 | Texas | |
Philadelphia Airport Hotel LLC | Delaware | |
HMC Hartford LLC | Delaware | |
HMH Norfolk LLC | Delaware | |
HMH Norfolk, L.P | Delaware | |
HMC Park Ridge LLC | Delaware | |
HMC Partnership Holdings LLC | Delaware | |
HMC Suites LLC | Delaware | |
HMC Suites Limited Partnership | Delaware | |
Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | |
City Center Interstate Partnership LLC | Delaware | |
Farrell’s Ice Cream Parlor Restaurants LLC | Delaware | |
HMC Burlingame LLC | Delaware | |
HMC California Leasing LLC | Delaware | |
HMC Capital LLC | Delaware | |
HMC Grand LLC | Delaware | |
HMC Hotel Development LLC | Delaware | |
HMC Mexpark LLC | Delaware | |
HMC Polanco LLC | Delaware | |
HMC NGL LLC | Delaware | |
HMC OLS I L.P | Delaware | |
HMC Seattle LLC | Delaware | |
HMC Swiss Holdings LLC | Delaware | |
HMC Waterford LLC | Delaware |
HMH Restaurants LLC | Delaware | |
HMH Rivers LLC | Delaware | |
HMH WTC LLC | Delaware | |
HMP Capital Ventures LLC | Delaware | |
HMP Financial Services LLC | Delaware | |
Host La Jolla LLC | Delaware | |
City Center Hotel Limited Partnership | Minnesota | |
MFR of Illinois LLC | Delaware | |
MFR of Vermont LLC | Delaware | |
MFR of Wisconsin LLC | Delaware | |
PM Financial LLC | Delaware | |
PM Financial LP | Delaware | |
HMC Chicago LLC | Delaware | |
HMC HPP LLC | Delaware | |
HMC Desert LLC | Delaware | |
HMC Hanover LLC | Delaware | |
HMC Diversified LLC | Delaware | |
HMC Properties I LLC | Delaware | |
HMC Potomac LLC | Delaware | |
HMC East Side II LLC | Delaware | |
HMC Manhattan Beach LLC | Delaware | |
Chesapeake Hotel Limited Partnership | Delaware | |
HMH General Partner Holdings LLC | Delaware | |
HMC IHP Holdings LLC | Delaware | |
HMC OP BN LLC | Delaware | |
S.D. Hotels LLC | Delaware | |
HMC Gateway LLC | Delaware | |
HMC Pacific Gateway LLC | Delaware | |
MDSM Finance LLC | Delaware | |
HMC Market Street LLC | Delaware | |
New Market Street LP | Delaware | |
Times Square LLC | Delaware | |
Times Square GP LLC | Delaware | |
HMC Atlanta LLC | Delaware | |
Ivy Street LLC | Delaware | |
HMC Properties II LLC | Delaware | |
Santa Clara HMC LLC | Delaware | |
HMC BCR Holdings LLC | Delaware | |
HMC Palm Desert LLC | Delaware | |
HMC Georgia LLC | Delaware | |
HMC SFO LLC | Delaware | |
Market Street Host LLC | Delaware | |
HMC Property Leasing LLC | Delaware | |
HMC Host Restaurants LLC | Delaware | |
Durbin LLC | Delaware |
HMC HT LLC | Delaware | |
HMC JWDC LLC | Delaware | |
HMC OLS I LLC | Delaware | |
HMC OLS II L.P. | Delaware | |
HMT Lessee Parent LLC | Delaware | |
HMC/Interstate Ontario, L.P. | Delaware | |
HMC/Interstate Manhattan Beach, L.P. | Delaware | |
Host/Interstate Partnership, L.P. | Delaware | |
HMC/Interstate Waterford, L.P. | Delaware | |
Ameliatel | Florida | |
HMC Amelia I LLC | Delaware | |
HMC Amelia II LLC | Delaware | |
Rockledge Hotel LLC | Delaware | |
Fernwood Hotel LLC | Delaware | |
HMC Copley LLC | Delaware | |
HMC Headhouse Funding LLC | Delaware | |
Ivy Street Hopewell LLC | Delaware | |
HMC Diversified American Hotels, L.P. | Delaware | |
Potomac Hotel Limited Partnership | Delaware |
EXHIBIT B
State | Guarantor(s) | Firm | ||
Florida | Ameliatel | Ruden, McClosky, Smith, Schuster & Russell, P.A. 200 East Broward Boulevard Fort Lauderdale, Florida 33301 Tel: (954) 527-2473 Fax: (954) 333-4073 | ||
Minnesota | City Center Hotel Limited Partnership | Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498 Tel: (612) 340-2600 Fax: (612) 340-2868 | ||
Massachusetts | Host of Boston, Ltd. | Bingham McCutchen LLP 150 Federal Street Boston, MA 02110-1726 Tel: (617) 951-8000 Fax: (617) 951-8736 | ||
Texas | Host of Houston, Ltd. Host of Houston 1979 | Kane, Russell, Coleman & Logan, P.C. 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201 Tel: (214) 777-4200 Fax: (214) 777-4299 | ||