Exhibit 5.1
January 24, 2005
Host Marriott, L.P. 6903 Rockledge Drive Suite 1500 Bethesda, Maryland 20817 | 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: (212) 906-1200 Fax: (212) 751-4864 www.lw.com | |||
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| Re: | Registration Statement No. 333-121109; $350,000,000 Aggregate Principal Amount of 7% Securities M Notes due 2012 |
Ladies and Gentlemen:
We have acted as special counsel to Host Marriott, L.P., a Delaware limited Partnership (the “Company”), in connection with the issuance of up to $350,000,000 aggregate principal amount of 7% Series M Senior Notes due 2012 (the “Securities”) and the guarantees of the Securities (the “Guarantees”) by the guarantors listed on Schedule A (the “Guarantors”), under the Fourteenth Supplemental Indenture dated August 3, 2004, among the Company, the Guarantors and The Bank of New York, as trustee (the “Fourteenth 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, 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 December 12, 2004 (File No. 333-121109) (the “Registration Statement”) as amended by Amendment No. 1 dated January 24, 2005 and a prospectus to be dated as of the date it is filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus”). This opinion is being furnished in accordance 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 Prospectus, other than as to the enforceability of the Securities 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 (a) assumed that the proceedings proposed to be taken by the Company and each of the Guarantors organized in the State of Delaware (the “Covered Guarantors”) in connection with the authorization of the Indenture, the Securities and the Guarantees, and the issuance and sale of the Securities and the Guarantees, will be timely completed in the manner proposed, and (b) we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters; we have not independently verified such factual matters.
We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York; in paragraphs 1 and 2, the Delaware Revised Uniform Limited
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Partnership Act; and in paragraph 2 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 Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:
(1) The Securities have been duly authorized by all necessary partnership action of the Company, and when executed, issued, authenticated and delivered by or on behalf of the Company against delivery and payment therefor in accordance with the Indenture and in the manner contemplated by the Registration Statement and Prospectus, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(2) 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 therefor in the manner contemplated by the Registration Statement and Prospectus), the Guarantees will be the legally valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 above relating to the enforceability of the Securities and the Guarantees, respectively, are subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (b) 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; (c) 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; (d) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 4.4 of the Indenture; (e) the unenforceability of any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (f) we express no opinion with respect to whether acceleration of the Securities may affect the collectibility of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; and (g) we express no opinion as to the enforceability of any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment rendered in another currency.
With your consent, we have assumed (a) that the Indenture has been duly authorized, executed and delivered by, and constitutes a legally valid and binding obligation of, the Trustee,
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enforceable against it in accordance with its terms, and (b) that the status of the Indenture and the Securities and the Guarantees as legally valid and binding obligations of the respective parties thereto 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.
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 the 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
January 24, 2005
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SCHEDULE A
Guarantors
Name | Jurisdiction | |
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 |
January 24, 2005
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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 |
January 24, 2005
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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 | |
HMC East Side Hotel Associates, L.P. | Delaware |