Exhibit 5.3
[Letterhead of Bingham McCutchen LLP]
June10, 2005
Host Marriott, L.P.
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817
Host of Boston, Ltd.
225 Franklin Street
Boston, MA 02110
Latham & Watkins LLP
555 Eleventh Street, N.W.
Suite 1000
Washington, D.C. 20004
| Re: | Registration Statement on Form S-4 Relating to $650,000,000 Aggregate Principal Amount 6 3/8% Series O Senior Notes due 2015 |
Ladies and Gentlemen:
In connection with the registration of $650,000,000 aggregate principal amount of 6 3/8% Series O Senior Notes due 2015 (the “Securities”) by Host Marriott, L.P., a Delaware limited partnership (the “Company”) and each of the co-registrants, the guarantees of the Securities (the “Guarantees”) by each of the entities listed in the Supplemental Indenture (as defined below) as subsidiary guarantors (the “Guarantors”), and specifically that certain guaranty of the Securities set forth in Section 12 of the Indenture (as defined below) (the “CoveredGuaranty”) by Host of Boston, Ltd., a Massachusetts limited partnership (the “CoveredGuarantor”), under the Securities Act of 1933, as amended (the “Act”), on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2005, as amended by Amendment No. 1 dated June10, 2005 (the “RegistrationStatement”), you have requested our opinion with respect to the matters set forth below.
The Securities and the Guarantees will be issued pursuant to a Sixteenth Supplemental Indenture, dated March 10, 2005 (the “SupplementalIndenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as so supplemented, the “Indenture”), originally among HMH Properties, Inc. (now, the Company) the guarantors named therein and Bank of New York (f/k/a Marine Midland Bank), as trustee. The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 6 3/8% Series N Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the
Securities and the Guarantees are sometimes referred to herein collectively as the “OperativeDocuments.” Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.
We have served as special counsel to the Covered Guarantor solely for the purpose of rendering the opinion set forth herein, and have not served as general counsel for any of the parties to, nor have we been involved in any other aspect of the transactions contemplated in, the Operative Documents (including with respect to the Covered Guarantor).
In connection with this opinion, we have examined originals or copies of: the Operative Documents, including the Covered Guaranty set forth therein; the form of the Securities; resolutions duly adopted by the board of directors of Host Marriott Corporation, a Maryland corporation (the “ControllingEntity”), which is the ultimate and sole controlling entity of the Covered Guarantor; a certificate of a duly authorized officer of the Controlling Entity as to certain matters in support of this opinion; a copy of the certificate of formation of limited partnership, as amended, of the Covered Guarantor, certified by the Secretary of the Commonwealth of Massachusetts; and a copy of the agreement of limited partnership, as amended, of the Covered Guarantor, certified by the Secretary of the Controlling Entity. In addition, we have examined such other limited partnership documents, public records, and other agreements, instruments, certificates and documents as we have deemed necessary or appropriate for purposes of this opinion.
We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.
For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to the Massachusetts Uniform Limited Partnership Act, as applied by the courts of Massachusetts; and we express no opinion as to the laws of any other jurisdiction.
Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to you:
| (a) | We express no opinion as to the creation, attachment, priority of perfection of any security interest, or as to the enforceability of any agreement. |
| (b) | We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware. |
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| (c) | The Controlling Entity is the ultimate and sole controlling person of the Covered Guarantor. |
Based upon the foregoing, and subject to the limitations and qualifications set forth above, we are of the opinion that:
1. The Supplemental Indenture has been duly authorized and executed by the Covered Guarantor by all necessary limited partnership action of the Covered Guarantor.
2. The Covered Guaranty has been duly authorized by all necessary limited partnership action of the Covered Guarantor.
This opinion is for the benefit of the addressees hereof and we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and the reference to us under the heading “Validity of Securities” in the related prospectus. Except as set forth in the preceding sentence, this letter may not be quoted for any other purpose without our prior written consent.
Very truly yours, |
/s/ Bingham McCutchen LLP |
BINGHAM MCCUTCHEN LLP |
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