Exhibit 5.5
[Letterhead of Perkins Coie LLP]
November 19, 2019
Expedia, Inc.
1111 Expedia Group Way W.
Seattle, WA 98119
Re: | Expedia Group, Inc. Corporation Registration Statement on FormS-4 initially filed on November 19, 2019 |
Ladies and Gentlemen:
We have acted as special counsel to Expedia, Inc., a Washington corporation (“Expedia WA”), Cruise, LLC, a Washington limited liability company (“Cruise”), Hotels.com, L.P., a Texas limited partnership (“Hotels LP”), and Hotels.com, GP, LLC, a Texas limited liability company (“Hotels LLC” and, with Expedia WA, Cruise and Hotels LP, each a “Company” and collectively, the “Companies”), in connection with the guarantees by the Companies of the Exchange Notes (as defined below). Each Company is one of several guarantors (such guarantors, including the Companies, are hereinafter collectively referred to as the “Subsidiary Guarantors”) in connection with a registration statement on FormS-4 filed by the Companies’ ultimate parent company, Expedia Group, Inc., a Delaware corporation (the “Parent”), and the Subsidiary Guarantors with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on November 19, 2019 (the “Registration Statement”). The Parent will exchange up to $1,250,000,000 aggregate principal amount of the Parent’s outstanding 3.25% Senior Notes due 2030 (the “Old Notes”) and related guarantees for (i) an equal principal amount of the Company’s 3.25% Senior Notes due 2030 (the “Exchange Notes”) and (ii) related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), dated September 19, 2019, by and among the Parent, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee.
In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers of the Companies as we have considered necessary to provide a basis for the opinions expressed herein, including the following:
| 1. | Executed copy of the Indenture (including the related guarantees and forms of notes) as provided to us by the Companies; |
| 2. | The Registration Statement; |