Exhibit 5.1
CLIFFORD CHANCE US LLP
December 9, 2019
Carey Watermark Investors 2 Incorporated
50 Rockefeller Plaza
New York, New York
10020
Ladies and Gentlemen:
We have acted as counsel to Carey Watermark Investors 2 Incorporated, a Maryland corporation (“CWI 2”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”) filed by CWI 2 and Carey Watermark Investors Incorporated (“CWI 1”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance of 130,000,000 shares of CWI 2’s Class A common stock, par value $0.001 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated October 22, 2019, by and among CWI 2, CWI 1, and Apex Merger Sub LLC (the “Merger Agreement”).
In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate. As to factual matters relevant to the opinion set forth below, we have, with your permission, relied upon certificates of officers of the company.
Based on the foregoing, and such other examination of law as we have deemed necessary, we are of the opinion that the Shares have been duly and validly authorized and, when issued pursuant to the Merger Agreement and in the manner contemplated by the joint proxy statement/prospectus included in the Registration Statement, such Shares will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Clifford Chance US LLP | |
Clifford Chance US LLP | |
