Exhibit 5.5
[LETTERHEAD OF RICE REUTHER SULLIVAN & CARROLL LLP]
March 29, 2019
Hilton Domestic Operating Company Inc.
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102
Ladies and Gentlemen:
We have acted as special Nevada counsel to Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”) and to the guarantors listed onSchedule I (the “Nevada Guarantors”) in connection with the Registration Statement on FormS-4 (the “Registration Statement”) filed by the Issuer with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Issuer of up to $1,500,000,000 aggregate principal amount of 5.125% Senior Notes due 2026 (the “Exchange Securities”) and the issuance of guarantees (the “Exchange Guarantees”) with respect to the Exchange Securities by Hilton Worldwide Finance LLC, a Delaware limited liability company (“Parent”), Hilton Worldwide Parent LLC, a Delaware limited liability company (“HWP”), Hilton Worldwide Holdings, Inc., a Delaware corporation (“HLT Parent”), the Nevada Guarantors and the other subsidiary guarantors (collectively, Parent, HWP, HLT Parent, the Nevada Guarantors and the other subsidiary guarantors, the “Guarantors”).
The Exchange Securities and the Exchange Guarantees with respect to the Exchange Securities will be issued under an indenture, dated as of April 13, 2018 (the “Indenture”), among the Issuer, the Guarantors party thereto, including the Nevada Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”).
The Exchange Securities and the Exchange Guarantees with respect to the Exchange Securities will be offered by the Issuer and the Guarantors in exchange for their outstanding 5.125% Senior Notes due 2026 and the guarantees thereof that were issued on April 13, 2018.
In rendering our opinions expressed below, we have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction as being true reproductions of originals) of (i) executed copies of the Indenture, and (ii) such other documents, agreements, corporate records and other instruments, and have made such other investigations, as we have deemed necessary as a basis for the opinions expressed herein, including the documents listed on Exhibit A hereto.
In rendering the opinions set forth below, we have assumed (a) the genuineness of all signatures, (b) the legal capacity of natural persons executing such documents, (c) the authenticity of all documents submitted to us as originals, (d) the authenticity and conformity to original documents of documents submitted to us as certified photostatic, facsimile or electronically transmitted copies, (e) the completeness and accuracy of all corporate records provided to us, and