Exhibit 5.5
 | 200 EAST BROWARD BOULEVARD FORT LAUDERDALE, FLORIDA 33301
POST OFFICE BOX 1900 FORT LAUDERDALE, FLORIDA 33302
(954) 527-2473 FAX: (954) 333-4073 ROBERT.BRIGHTON@RUDEN.COM |
June10, 2005
Host Marriott, L.P.
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817
| Re: | Registration Statement on Form S-4 Relating to $650,000,000 Aggregate Principal Amount 6 3/8% Series O Senior Notes due 2015 and Related Guarantees |
Ladies and Gentlemen:
We have acted as special counsel to Ameliatel, a Florida general partnership (the “Covered Guarantor”) having as its partners, HMC Amelia I LLC, a Delaware limited liability company (“Amelia I”), and HMC Amelia II LLC, a Delaware limited liability company (“Amelia II”), in connection with the guarantee (individually, the “Guarantee” and collectively, the “Guarantees”) by the Covered Guarantor and certain other entities set forth onSchedule Ahereto (collectively, the “Guarantors”) of the obligations of Host Marriott, L.P., a Delaware limited partnership (the “Company”), under its $650,000,000 aggregate principal amount of 6 3/8% Series O Senior Notes due 2015 (the “Securities”) which are being registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Form S-4 registration statement filed by the Company and certain co-registrants named therein with the Securities and Exchange Commission (the “Commission”) on May 19, 2005, as amended on June10, 2005 (File No. 333-125042) (the “Registration Statement”). The Securities and the Guarantees will be issued pursuant to a Sixteenth Supplemental Indenture, dated March 10, 2005 (the “Supplemental Indenture”), 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 HSBC Bank USA (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 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 “Operative Documents.” Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.
Host Marriott, L.P.
June10, 2005
Page 2
In our capacity as special counsel to the Covered Guarantor, in connection with such Guarantee, we have reviewed resolutions of Amelia I and Amelia II in connection with the authorization and issuance of the Indenture by the Covered Guarantor pursuant to which the Securities, including the Guarantee, will be issued and have reviewed a signed copy of the Supplemental Indenture bearing the signature of Larry K. Harvey on behalf of the Company and each of the Guarantors, including the Covered Guarantor, which includes a form of Securities.
In addition, we have examined originals or copies certified or otherwise identified to our satisfaction of each of the following documents:
| (i) | Resolutions of the Board of Directors of Host Marriott Corporation, dated February 4, 2005; |
| (ii) | Amended and Restated Partnership Agreement dated as of January 20, 1998 (“Restated Partnership Agreement”) by and between BRE/Amelia Partners L.P., a Delaware limited partnership, and BRE/Amelia L.L.C., a Delaware limited liability company; |
| (iii) | First Amendment to Amended and Restated Partnership Agreement dated January , 2001 (“First Amendment”), between HMC Amelia I LLC, a Delaware limited liability company (“Amelia I”), and HMC Amelia II LLC, a Delaware limited liability company (“Amelia II;” and together with Amelia I, the “General Partners”); |
| (iv) | Second Amendment to Amended and Restated Partnership Agreement dated October 24, 2003 (“Second Amendment” and together with the Restated Partnership Agreement and the First Amendment, the “Partnership Agreement”), between Amelia I and Amelia II; and |
| (v) | Resolutions of the Board of Managers of Amelia I and Amelia II, dated February 4, 2005 as General Partners of the Partnership. |
The documents described in clauses (i) through (vi) above are collectively referred to herein as the “Corporate Documents.” With respect to all factual matters, we have relied solely upon, and have assumed the accuracy, completeness and genuineness of, the representations, warranties and certificates contained in and made pursuant to, the Operative Documents and the Corporate Documents and a certificate of an officer of each of Amelia I and Amelia II.
We have examined the Operative Documents and the Corporate Documents and the originals or certified photostatic or facsimile copies of such records and other documents as we have deemed relevant and necessary as the basis for the opinions set forth below.
Host Marriott, L.P.
June10, 2005
Page 3
As to various questions of fact material to the opinions rendered herein, we have relied upon the representations contained in the Operative Documents, a certificate of an authorized officer of each of the General Partners of the Covered Guarantor, and such other documents as we have deemed relevant and necessary for purposes of rendering the opinions expressed herein. In addition, for purposes of the opinions expressed herein, we have assumed the legal capacity of all natural persons, the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals and conformity with the originals of all documents submitted to us as copies, and the authenticity of the originals of such copies.
We have also assumed (i) the due execution and delivery, pursuant to due authorization, of the documents that we have examined by each party thereto, (ii) that each such party has the full power, authority and legal right to enter into and perform its obligations under each such document to which it is a party, other than in the case of the Covered Guarantor, (iii) that each such documents constitutes the valid and legally binding obligation of each such party, enforceable against each such party in accordance with its respective terms, and (iv) that all necessary consents, approvals, authorizations, registrations, declarations and filings, governmental or otherwise, and all other conditions precedent with respect to the legal and valid execution and delivery of, and performance under, the documents that we have examined by each party thereto, other than those that may be required in the case of the Covered Guarantor under the laws of the State of Florida and relating to the Indenture, the Guarantee and the Securities, have been made or satisfied, or have occurred and are in full force and effect.
We do not represent the Company or the Covered Guarantor on a regular or ongoing basis except to the limited extent of reviewing certain issues arising under Florida law in connection with guarantees made by the Covered Guarantor or certain obligations of the Company. We have not reviewed and are not familiar with the organizational documents of either of the General Partners and, in particular, have not reviewed their respective operating agreements. Moreover, we have not reviewed any agreements to which they may be a party or by which they may be bound, other than the Operative Documents, or any laws of the State of Florida that may be applicable to the Covered Guarantor, the Company or any other party to the Indenture, or their respective assets, other than laws of the State of Florida of general applicability. The scope of our involvement in the transactions contemplated by the Operative Documents is limited, and we understand that other legal counsel have advised the Covered Guarantor, the Company and each of the other parties to the Indenture with respect to certain of the matters as to which we have either made assumptions or excluded from our opinions.
For purposes of this opinion letter, the phrase “to our knowledge” and phrases of similar import mean the actual knowledge of those attorneys in this firm who have given substantive attention to the transactions that are the subject of this opinion letter.
For purposes of this opinion letter, our “ reliance” on a writing means that our opinions as set forth herein are conditioned upon the accuracy and validity of that writing. Our opinions expressed herein, to the extent based upon an assumption made by us, is conditioned upon and subject to the assumption being true in fact.
Host Marriott, L.P.
June10, 2005
Page 4
In rendering the opinions set forth below, we have relied, with your permission, upon the following specific assumptions, the accuracy of which we have not independently verified:
(i) Except for the Operative Documents, there are no other documents or agreements executed by or between any of the parties that would expand or otherwise modify the obligations of the Covered Guarantor under the Covered Guaranty or that would have any effect on the opinion rendered herein;
(ii) the provisions of the operating agreements of each of the General Partners authorize the General Partners to take any action necessary as a General Partner of the Partnership to enter into the Operative Documents and perform the actions required thereunder; and
(iii) the Partnership Agreement of the Covered Guarantor that has been provided to us is the current Partnership Agreement of the Covered Guarantor, and there have been no amendments to such Partnership Agreement that would have any effect on our opinions rendered herein.
We are members of the Bar of the State of Florida, and this opinion relates only to the corporate laws of the State of Florida. We are not opining on the laws of any other jurisdiction or any federal law, including any federal securities law, or any state securities law, including Florida securities laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including the federal laws of the United States, or as to any matters of municipal law or the laws of any local agencies within any state.
Based upon the foregoing and subject to the assumptions and qualifications stated herein, we are of the opinion that:
1. The Indenture has been duly authorized by all necessary partnership action of the Covered Guarantor and has been duly executed and delivered by the Covered Guarantor.
2. The Guarantee of the Securities has been duly authorized by all necessary partnership action of the Covered Guarantor.
This opinion is for the benefit of the addressees hereof and we consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” contained in the prospectus that is a part of the Registration Statement. Except as set forth in the preceding sentence, this letter may not be quoted for any other purpose without our prior written consent.
Host Marriott, L.P.
June10, 2005
Page 5
| Very truly yours, |
| /s/ Ruden, McClosky, Smith, |
| Schuster & Russell, P.A. |
| RUDEN, McCLOSKY, SMITH, |
| SCHUSTER & RUSSELL, P.A. |
GUARANTORS
Name | Jurisdiction of Formation | |
| 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 Suites LLC | Delaware | |
| HMC Suites Limited Partnership | Delaware | |
| Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | |
| Farrell’s Ice Cream Parlor Restaurants LLC | Delaware | |
| HMC Burlingame 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 | |
| HMH Restaurants LLC | Delaware | |
| HMH Rivers LLC | Delaware | |
| HMH WTC LLC | Delaware | |
| Host La Jolla LLC | Delaware | |
| City Center Hotel Limited Partnership | Minnesota |
| 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 | |
| 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 Manhattan Beach, 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 | |
| HMC AP GP LLC | Delaware | |
| HMC AP LP | Delaware | |
| HMC AP Canada Company | Nova Scotia | |
| HMC Toronto Airport GP LLC | Delaware | |
| HMC Toronto Airport LP | Delaware | |
| HMC Toronto EC GP LLC | Delaware | |
| HMC Toronto EC LP | Delaware | |
| HMC Charlotte GP LLC | Delaware | |
| HMC Charlotte LP | Delaware | |
| HMC Charlotte (Calgary) Company | Nova Scotia | |
| Calgary Charlotte Holdings Company | Nova Scotia | |
| HMC Grace (Calgary) Company | Nova Scotia | |
| HMC Maui LLC | Delaware | |
| HMC Lenox LLC | Delaware | |
| Calgary Charlotte Partnership | Alberta | |
| HMC Chicago Lakefront LLC | Delaware | |
| HMC East Side LLC | Delaware | |
| HMC Kea Lani LLC | Delaware | |
| East Side Hotel Associates, L.P. | Delaware |