Exhibit 5.1
| 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com
FIRM / AFFILIATE OFFICES | |||
October 3, 2011
Host Hotels & Resorts, L.P. |
Abu Dhabi
Barcelona
Beijing
Boston
Brussels
Chicago
Doha
Dubai
Frankfurt
Hamburg
Hong Kong
Houston
London
Los Angeles
Madrid
Milan |
Moscow
Munich
New Jersey
New York
Orange County
Paris
Riyadh
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San Diego
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Shanghai
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Washington, D.C. | ||
| 6903 Rockledge Drive | File No. 021344-0086 | |||
Suite 1500
Bethesda, Maryland 20817
| Re: | Registration Statement for $500,000,000 Aggregate Principal Amount of 5 7/8% Series X Senior Notes due 2019 |
Ladies and Gentlemen:
We have acted as special counsel to Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), in connection with the issuance of up to $500,000,000 aggregate principal amount of 5 7/8% Series X Senior Notes due 2019 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by each of the guarantors listed on Schedule A hereto (the “Guarantors”), under the Thirty-ninth Supplemental Indenture dated May 11, 2011, among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as supplemented to date, 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, and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2011 (Registration No. 333- ) (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the internal laws of the State of New York, the California Uniform Limited Partnership Act of 2008, the Delaware Revised Uniform Limited Partnership
October 3, 2011
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Act and the Delaware Limited Liability Company Act and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of California or Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of Minnesota; Massachusetts; Texas; Nova Scotia, Canada; Pennsylvania, Alberta, Canada and The Netherlands are addressed in the opinions of Dorsey & Whitney LLP; Bingham McCutchen LLP; Kane, Russell, Coleman & Logan, P.C.; Cox & Palmer; Ballard Spahr LLP; Blake, Cassels & Graydon LLP; and De Brauw Blackstone Westbroek, 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, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms of the Indenture, the Registration Rights Agreement dated as of May 11, 2011 and the Registration Rights Agreement dated as of May 25, 2011 to be filed as exhibits to the Company’s Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary limited partnership or limited liability company action, as applicable, of the Company and the Guarantors set forth on Schedule B hereto (the “Covered Guarantors”), respectively, and will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, 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 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 a proceeding is brought; (iii) the invalidity 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) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 4.4 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision to the extent it requires that a claim with respect to the Notes (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, and (g) the severability, if invalid, of provisions to the foregoing effect. We have not been requested to express and, with your consent, do not render
October 3, 2011
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any opinion herein with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.
With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the prospectus under the heading “Validity of Securities.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LATHAM & WATKINS LLP
October 3, 2011
Page 4
SCHEDULE A
Guarantors
Name | Jurisdiction of | |||
(1) | HMH Rivers, L.P. | Delaware | ||
(2) | HMH Marina LLC | Delaware | ||
(3) | HMC PLP LLC | Delaware | ||
(4) | HMH Pentagon LP | Delaware | ||
(5) | Airport Hotels LLC | Delaware | ||
(6) | HMC Capital Resources LP | Delaware | ||
(7) | YBG Associates LP | Delaware | ||
(8) | Host Park Ridge LLC | Delaware | ||
(9) | Host of Boston, Ltd. | Massachusetts | ||
(10) | Host of Houston, Ltd. | Texas | ||
(11) | Host of Houston 1979 LP | Delaware | ||
(12) | Philadelphia Airport Hotel LLC | Delaware | ||
(13) | HMC Suites LLC | Delaware | ||
(14) | HMC Suites Limited Partnership | Delaware | ||
(15) | Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | ||
(16) | HMC Burlingame LLC | Delaware | ||
(17) | HMC Grand LP | Delaware | ||
(18) | HMC Hotel Development LP | Delaware | ||
(19) | HMC Mexpark LLC | Delaware | ||
(20) | HMC Polanco LLC | Delaware | ||
(21) | HMC NGL L.P. | Delaware | ||
(22) | HMC OLS I L.P. | Delaware | ||
(23) | HMC Seattle LLC | Delaware | ||
(24) | Host Swiss GP LLC | Delaware | ||
(25) | HMH Restaurants LP | Delaware | ||
(26) | HMH Rivers LLC | Delaware | ||
(27) | HMH WTC LLC | Delaware | ||
(28) | Host La Jolla LLC | Delaware | ||
(29) | City Center Hotel Limited Partnership | Minnesota | ||
(30) | PM Financial LLC | Delaware | ||
(31) | PM Financial LP | Delaware | ||
(32) | HMC Chicago LLC | Delaware | ||
(33) | HMC Desert LLC | Delaware | ||
(34) | HMC Diversified LLC | Delaware | ||
(35) | HMC Properties I LLC | Delaware | ||
(36) | HMC Potomac LLC | Delaware | ||
(37) | HMC Manhattan Beach LLC | Delaware |
October 3, 2011
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(38) | Chesapeake Hotel Limited Partnership | Delaware | ||
(39) | HMH General Partner Holdings LLC | Delaware | ||
(40) | S.D. Hotels LLC | Delaware | ||
(41) | HMC Gateway LP | Delaware | ||
(42) | HMC Market Street LLC | Delaware | ||
(43) | New Market Street LP | Delaware | ||
(44) | Host Times Square LP | Delaware | ||
(45) | Times Square GP LLC | Delaware | ||
(46) | HMC Atlanta LLC | Delaware | ||
(47) | Ivy Street LLC | Delaware | ||
(48) | HMC SFO LP | Delaware | ||
(49) | Market Street Host LLC | Delaware | ||
(50) | HMC Property Leasing LLC | Delaware | ||
(51) | HMC Host Restaurants LLC | Delaware | ||
(52) | HMC HT LP | Delaware | ||
(53) | HMC OLS I LLC | Delaware | ||
(54) | HMC OLS II L.P. | Delaware | ||
(55) | HMC/Interstate Manhattan Beach, L.P. | Delaware | ||
(56) | Ameliatel LP | Delaware | ||
(57) | HMC Amelia II LLC | Delaware | ||
(58) | Rockledge Hotel LLC | Delaware | ||
(59) | HMC Copley LP | Delaware | ||
(60) | HMC Headhouse Funding LLC | Delaware | ||
(61) | Ivy Street Hopewell LLC | Delaware | ||
(62) | HMC Diversified American Hotels, L.P. | Delaware | ||
(63) | Potomac Hotel Limited Partnership | Delaware | ||
(64) | HMC AP GP LLC | Delaware | ||
(65) | HMC AP LP | Delaware | ||
(66) | HMC AP Canada Company | Nova Scotia | ||
(67) | HMC Toronto Airport GP LLC | Delaware | ||
(68) | HMC Toronto Airport LP | Delaware | ||
(69) | HMC Toronto EC GP LLC | Delaware | ||
(70) | HMC Toronto EC LP | Delaware | ||
(71) | HMC Charlotte GP LLC | Delaware | ||
(72) | HMC Charlotte LP | Delaware | ||
(73) | HMC Charlotte (Calgary) Company | Nova Scotia | ||
(74) | Calgary Charlotte Holdings Company | Nova Scotia | ||
(75) | HMC Grace (Calgary) Company | Nova Scotia | ||
(76) | HMC Maui LP | Delaware | ||
(77) | Calgary Charlotte Partnership | Alberta | ||
(78) | HMC Chicago Lakefront LLC | Delaware | ||
(79) | HMC East Side LLC | Delaware | ||
(80) | HMC Kea Lani LP | Delaware | ||
(81) | East Side Hotel Associates, L.P. | Delaware | ||
(82) | HMC O’Hare Suites Ground LP | Delaware |
October 3, 2011
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(83) | HMC Toronto Air Company | Nova Scotia | ||
(84) | HMC Toronto EC Company | Nova Scotia | ||
(85) | HMC Lenox LP | Delaware | ||
(86) | Cincinnati Plaza LLC | Delaware | ||
(87) | Host Cincinnati II LLC | Delaware | ||
(88) | Host Cincinnati Hotel LLC | Delaware | ||
(89) | Host Fourth Avenue LLC | Delaware | ||
(90) | Host Indianapolis I LP | Delaware | ||
(91) | Host Los Angeles LP | Delaware | ||
(92) | Host Mission Hills II LLC | Delaware | ||
(93) | Host Mission Hills Hotel LP | Delaware | ||
(94) | Host Needham II LLC | Delaware | ||
(95) | Host Needham Hotel LP | Delaware | ||
(96) | HST LT LLC | Delaware | ||
(97) | HST I LLC | Delaware | ||
(98) | South Coast Host Hotel LP | Delaware | ||
(99) | Starlex LP | Delaware | ||
(100) | Airport Hotels Houston LLC | Delaware | ||
(101) | BRE/Swiss LP | Delaware | ||
(102) | HHR Assets LLC | Delaware | ||
(103) | HHR Harbor Beach LLC | Delaware | ||
(104) | HHR Holdings Coöperatief U.A. | Netherlands | ||
(105) | HHR Lauderdale Beach Limited Partnership | Delaware | ||
(106) | HHR Singer Island GP LLC | Delaware | ||
(107) | HHR Singer Island Limited Partnership | Delaware | ||
(108) | HMC Cambridge LP | Delaware | ||
(109) | HMC McDowell LP | Delaware | ||
(110) | HMC Reston LP | Delaware | ||
(111) | Host Atlanta Perimeter Ground GP LLC | Delaware | ||
(112) | Host Atlanta Perimeter Ground LP | Delaware | ||
(113) | Host Cambridge GP LLC | Delaware | ||
(114) | Host Capitol Hill LLC | Delaware | ||
(115) | Host City Center GP LLC | Delaware | ||
(116) | Host Copley GP LLC | Delaware | ||
(117) | Host Dallas Quorum Ground GP LLC | Delaware | ||
(118) | Host Dallas Quorum Ground LP | Delaware | ||
(119) | Host GH Atlanta GP LLC | Delaware | ||
(120) | Host Grand GP LLC | Delaware | ||
(121) | Host Indianapolis GP LLC | Delaware | ||
(122) | Host Indianapolis Hotel Member LLC | Delaware | ||
(123) | Host Indianapolis LP | Delaware | ||
(124) | Host Kea Lani GP LLC | Delaware | ||
(125) | Host Kierland GP LLC | Delaware | ||
(126) | Host Kierland LP | Delaware | ||
(127) | Host Lenox Land GP LLC | Delaware |
October 3, 2011
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(128) | Host Los Angeles GP LLC | Delaware | ||
(129) | Host Maui GP LLC | Delaware | ||
(130) | Host McDowell GP LLC | Delaware | ||
(131) | Host Moscone GP LLC | Delaware | ||
(132) | Host NY Downtown GP LLC | Delaware | ||
(133) | Host O’Hare Suites Ground GP LLC | Delaware | ||
(134) | Host OP BN GP LLC | Delaware | ||
(135) | Host Pentagon GP LLC | Delaware | ||
(136) | Host Restaurants GP LLC | Delaware | ||
(137) | Host Reston GP LLC | Delaware | ||
(138) | Host SFO GP LLC | Delaware | ||
(139) | Host South Coast GP LLC | Delaware | ||
(140) | Host Tampa GP LLC | Delaware | ||
(141) | Host Times Square GP LLC | Delaware | ||
(142) | Host WNY GP LLC | Delaware | ||
(143) | IHP Holdings Partnership LP | Pennsylvania | ||
(144) | Pacific Gateway, Ltd. | California | ||
(145) | HHR Rio Holdings LLC | Delaware | ||
(146) | Harbor-Cal, S.D. | California | ||
(147) | Harbor-Cal S.D. Partner LLC | Delaware | ||
(148) | HMC Burlingame Hotel L.P. | California | ||
(149) | Host San Diego Hotel LLC | Delaware | ||
(150) | Host San Diego LLC | Delaware | ||
(151) | HHR 42 Associates GP LLC | Delaware | ||
(152) | HHR 42 Associates, L.P. | Delaware |
October 3, 2011
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SCHEDULE B
Covered Guarantors
Name | Jurisdiction of Formation | |||
(1) | HMH Rivers, L.P. | Delaware | ||
(2) | HMH Marina LLC | Delaware | ||
(3) | HMC PLP LLC | Delaware | ||
(4) | HMH Pentagon LP | Delaware | ||
(5) | Airport Hotels LLC | Delaware | ||
(6) | HMC Capital Resources LP | Delaware | ||
(7) | YBG Associates LP | Delaware | ||
(8) | Host Park Ridge LLC | Delaware | ||
(9) | Host of Houston 1979 LP | Delaware | ||
(10) | Philadelphia Airport Hotel LLC | Delaware | ||
(11) | HMC Suites LLC | Delaware | ||
(12) | HMC Suites Limited Partnership | Delaware | ||
(13) | Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | ||
(14) | HMC Burlingame LLC | Delaware | ||
(15) | HMC Grand LP | Delaware | ||
(16) | HMC Hotel Development LP | Delaware | ||
(17) | HMC Mexpark LLC | Delaware | ||
(18) | HMC Polanco LLC | Delaware | ||
(19) | HMC NGL L.P. | Delaware | ||
(20) | HMC OLS I L.P. | Delaware | ||
(21) | HMC Seattle LLC | Delaware | ||
(22) | Host Swiss GP LLC | Delaware | ||
(23) | HMH Restaurants LP | Delaware | ||
(24) | HMH Rivers LLC | Delaware | ||
(25) | HMH WTC LLC | Delaware | ||
(26) | Host La Jolla LLC | Delaware | ||
(27) | PM Financial LLC | Delaware | ||
(28) | PM Financial LP | Delaware | ||
(29) | HMC Chicago LLC | Delaware | ||
(30) | HMC Desert LLC | Delaware | ||
(31) | HMC Diversified LLC | Delaware | ||
(32) | HMC Properties I LLC | Delaware | ||
(33) | HMC Potomac LLC | Delaware | ||
(34) | HMC Manhattan Beach LLC | Delaware | ||
(35) | Chesapeake Hotel Limited Partnership | Delaware | ||
(36) | HMH General Partner Holdings LLC | Delaware | ||
(37) | S.D. Hotels LLC | Delaware |
October 3, 2011
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(38) | HMC Gateway LP | Delaware | ||
(39) | HMC Market Street LLC | Delaware | ||
(40) | New Market Street LP | Delaware | ||
(41) | Host Times Square LP | Delaware | ||
(42) | Times Square GP LLC | Delaware | ||
(43) | HMC Atlanta LLC | Delaware | ||
(44) | Ivy Street LLC | Delaware | ||
(45) | HMC SFO LP | Delaware | ||
(46) | Market Street Host LLC | Delaware | ||
(47) | HMC Property Leasing LLC | Delaware | ||
(48) | HMC Host Restaurants LLC | Delaware | ||
(49) | HMC HT LP | Delaware | ||
(50) | HMC OLS I LLC | Delaware | ||
(51) | HMC OLS II L.P. | Delaware | ||
(52) | HMC/Interstate Manhattan Beach, L.P. | Delaware | ||
(53) | Ameliatel LP | Delaware | ||
(54) | HMC Amelia II LLC | Delaware | ||
(55) | Rockledge Hotel LLC | Delaware | ||
(56) | HMC Copley LP | Delaware | ||
(57) | HMC Headhouse Funding LLC | Delaware | ||
(58) | Ivy Street Hopewell LLC | Delaware | ||
(59) | HMC Diversified American Hotels, L.P. | Delaware | ||
(60) | Potomac Hotel Limited Partnership | Delaware | ||
(61) | HMC AP GP LLC | Delaware | ||
(62) | HMC AP LP | Delaware | ||
(63) | HMC Toronto Airport GP LLC | Delaware | ||
(64) | HMC Toronto Airport LP | Delaware | ||
(65) | HMC Toronto EC GP LLC | Delaware | ||
(66) | HMC Toronto EC LP | Delaware | ||
(67) | HMC Charlotte GP LLC | Delaware | ||
(68) | HMC Charlotte LP | Delaware | ||
(69) | HMC Maui LP | Delaware | ||
(70) | HMC Chicago Lakefront LLC | Delaware | ||
(71) | HMC East Side LLC | Delaware | ||
(72) | HMC Kea Lani LP | Delaware | ||
(73) | East Side Hotel Associates, L.P. | Delaware | ||
(74) | HMC O’Hare Suites Ground LP | Delaware | ||
(75) | HMC Lenox LP | Delaware | ||
(76) | Cincinnati Plaza LLC | Delaware | ||
(77) | Host Cincinnati II LLC | Delaware | ||
(78) | Host Cincinnati Hotel LLC | Delaware | ||
(79) | Host Fourth Avenue LLC | Delaware | ||
(80) | Host Indianapolis I LP | Delaware | ||
(81) | Host Los Angeles LP | Delaware | ||
(82) | Host Mission Hills II LLC | Delaware |
October 3, 2011
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(83) | Host Mission Hills Hotel LP | Delaware | ||||
(84) | Host Needham II LLC | Delaware | ||||
(85) | Host Needham Hotel LP | Delaware | ||||
(86) | HST LT LLC | Delaware | ||||
(87) | HST I LLC | Delaware | ||||
(88) | South Coast Host Hotel LP | Delaware | ||||
(89) | Starlex LP | Delaware | ||||
(90) | Airport Hotels Houston LLC | Delaware | ||||
(91) | BRE/Swiss LP | Delaware | ||||
(92) | HHR Assets LLC | Delaware | ||||
(93) | HHR Harbor Beach LLC | Delaware | ||||
(94) | HHR Lauderdale Beach Limited Partnership | Delaware | ||||
(95) | HHR Singer Island GP LLC | Delaware | ||||
(96) | HHR Singer Island Limited Partnership | Delaware | ||||
(97) | HMC Cambridge LP | Delaware | ||||
(98) | HMC McDowell LP | Delaware | ||||
(99) | HMC Reston LP | Delaware | ||||
(100) | Host Atlanta Perimeter Ground GP LLC | Delaware | ||||
(101) | Host Atlanta Perimeter Ground LP | Delaware | ||||
(102) | Host Cambridge GP LLC | Delaware | ||||
(103) | Host Capitol Hill LLC | Delaware | ||||
(104) | Host City Center GP LLC | Delaware | ||||
(105) | Host Copley GP LLC | Delaware | ||||
(106) | Host Dallas Quorum Ground GP LLC | Delaware | ||||
(107) | Host Dallas Quorum Ground LP | Delaware | ||||
(108) | Host GH Atlanta GP LLC | Delaware | ||||
(109) | Host Grand GP LLC | Delaware | ||||
(110) | Host Indianapolis GP LLC | Delaware | ||||
(111) | Host Indianapolis Hotel Member LLC | Delaware | ||||
(112) | Host Indianapolis LP | Delaware | ||||
(113) | Host Kea Lani GP LLC | Delaware | ||||
(114) | Host Kierland GP LLC | Delaware | ||||
(115) | Host Kierland LP | Delaware | ||||
(116) | Host Lenox Land GP LLC | Delaware | ||||
(117) | Host Los Angeles GP LLC | Delaware | ||||
(118) | Host Maui GP LLC | Delaware | ||||
(119) | Host McDowell GP LLC | Delaware | ||||
(120) | Host Moscone GP LLC | Delaware | ||||
(121) | Host NY Downtown GP LLC | Delaware | ||||
(122) | Host O’Hare Suites Ground GP LLC | Delaware | ||||
(123) | Host OP BN GP LLC | Delaware | ||||
(124) | Host Pentagon GP LLC | Delaware | ||||
(125) | Host Restaurants GP LLC | Delaware | ||||
(126) | Host Reston GP LLC | Delaware | ||||
(127) | Host SFO GP LLC | Delaware |
October 3, 2011
Page 11
(128) | Host South Coast GP LLC | Delaware | ||||
(129) | Host Tampa GP LLC | Delaware | ||||
(130) | Host Times Square GP LLC | Delaware | ||||
(131) | Host WNY GP LLC | Delaware | ||||
(132) | Pacific Gateway, Ltd. | California | ||||
(133) | HHR Rio Holdings LLC | Delaware | ||||
(134) | Harbor-Cal, S.D. | California | ||||
(135) | Harbor-Cal S.D. Partner LLC | Delaware | ||||
(136) | HMC Burlingame Hotel L.P. | California | ||||
(137) | Host San Diego Hotel LLC | Delaware | ||||
(138) | Host San Diego LLC | Delaware | ||||
(139) | HHR 42 Associates GP LLC | Delaware | ||||
(140) | HHR 42 Associates, L.P. | Delaware |