Exhibit 5.1
| | | | |
| | 330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com FIRM / AFFILIATE OFFICES |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
May 21, 2020 | | Chicago Dubai | | Paris Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
Hyatt Hotels Corporation 150 North Riverside Plaza, 8th Floor | | Los Angeles Madrid Milan | | Tokyo Washington, D.C. |
Chicago, IL 60606
| Re: | Registration Statement on FormS-8 with respect to 8,000,000 shares of Class A Common Stock, par value $0.01 per share |
Ladies and Gentlemen:
We have acted as counsel to Hyatt Hotels Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of up to 8,000,000 shares of Class A common stock, par value $0.01 per share (the “Shares”), issuable under the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-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 Shares.
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 and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale