Exhibit 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]
September 20, 2019
Hilton Domestic Operating Company Inc.
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102
Ladies and Gentlemen:
We have acted as counsel to Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), and the guarantors listed in Schedule I to this opinion letter (collectively, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of up to $1,000,000,000 aggregate principal amount of 4.875% Senior Notes due 2030 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Exchange Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Exchange Guarantees will be issued under an indenture, dated as of June 20, 2019 (as amended by the first supplemental indenture, dated as of September 12, 2019, the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Securities and the Exchange Guarantees will be offered by the Issuer and the Guarantors in exchange for their outstanding 4.875% Senior Notes due 2030 guaranteed by the Guarantors that were issued on June 20, 2019.
We have examined the Registration Statement and the Indenture (including the form of Exchange Security and Exchange Guarantee set forth therein), which is an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Issuer and the Guarantors and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the
exchange offer described in the Registration Statement, the Exchange Securities will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement and (b) the Exchange Guarantees have been duly issued, the Exchange Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the respective laws of the States of Arizona, Kansas, Missouri and Texas, we have relied, without any independent investigation, upon the opinion of Dentons US LLP, (ii) the law of the State of Florida, we have relied, without any independent investigation, upon the opinion of Hill, Ward & Henderson, P.A., (iii) the law of the State of Louisiana, we have relied, without any independent investigation, upon the opinion of Jones Walker LLP and (iv) the law of the State of Nevada, we have relied, without any independent investigation, upon the opinion of Rice Reuther Sullivan & Carroll LLP, each dated the date hereof and our opinions are subject to the qualifications, assumptions, limitations and exceptions set forth therein.
We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act and, to the extent set forth herein, the respective laws of the States of Arizona, Florida, Kansas, Louisiana, Missouri, Nevada and Texas.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
| Very truly yours, |
| /s/ SIMPSON THACHER & BARTLETT LLP |
| SIMPSON THACHER & BARTLETT LLP |
SCHEDULE I
| Guarantor | State of Incorporation or Organization | |
| Destination Resorts LLC | Arizona | |
| Doubletree Hotel Systems LLC | Arizona | |
| Doubletree Hotels LLC | Arizona | |
| DT Management LLC | Arizona | |
| DT Real Estate, LLC | Arizona | |
| DTM Atlanta/Legacy, Inc. | Arizona | |
| DTR FCH Holdings, Inc. | Arizona | |
| 90210 Biltmore Management, LLC | Delaware | |
| 90210 Desert Resorts Management Co., LLC | Delaware | |
| 90210 Grand Wailea Management Co., LLC | Delaware | |
| 90210 LLC | Delaware | |
| 90210 Management Company, LLC | Delaware | |
| Andiamo’s O’Hare, LLC | Delaware | |
| Blue Bonnet Security, LLC | Delaware | |
| Canopy Brand Management LLC | Delaware | |
| Conrad International Manage (CIS) LLC | Delaware | |
| Conrad Management LLC | Delaware | |
| Curio Brand Management LLC | Delaware | |
| Curio Management LLC | Delaware | |
| Doubletree LLC | Delaware | |
| Doubletree Management LLC | Delaware | |
| Embassy Development LLC | Delaware | |
| Embassy Suites Management LLC | Delaware | |
| Hampton Inns Management LLC | Delaware | |
| Hilton Beverage LLC | Delaware | |
| Hilton Chicago Beverage I LLC | Delaware | |
| Hilton Chicago Beverage II LLC | Delaware | |
| Hilton Chicago Beverage III LLC | Delaware | |
| Hilton Chicago Beverage IV LLC | Delaware | |
| Hilton Corporate Director LLC | Delaware | |
| Hilton Domestic Franchise LLC | Delaware | |
| Hilton Domestic Management LLC | Delaware | |
| Hilton El Con Management LLC | Delaware | |
| Hilton El Con Operator LLC | Delaware | |
| Hilton Franchise Holding LLC | Delaware | |
| Hilton Garden Inns Management LLC | Delaware | |
| Hilton Hawaii Corporation | Delaware | |
| Hilton Honors Worldwide LLC | Delaware | |
| Hilton Illinois Holdings LLC | Delaware | |
| Hilton Management LLC | Delaware | |
| Hilton NUS HHS, Inc. | Delaware | |
| Hilton San Diego LLC | Delaware | |
| Hilton Supply Management LLC | Delaware | |
| Hilton Systems Solutions, LLC | Delaware | |
| Hilton Worldwide Finance Corp. | Delaware | |
| Hilton Worldwide Finance LLC | Delaware | |
| Hilton Worldwide Holdings Inc. | Delaware | |
| Hilton Worldwide Parent LLC | Delaware | |
| HLT Audubon LLC | Delaware | |
| HLT Conrad Domestic LLC | Delaware | |
| HLT ESP International Franchise LLC | Delaware | |
| HLT ESP International Franchisor Corporation | Delaware | |
| HLT ESP International Manage LLC | Delaware | |
| HLT ESP International Management Corporation | Delaware | |
| HLT ESP Manage LLC | Delaware | |
| HLT Existing Franchise Holding LLC | Delaware | |
| HLT HSM Holding LLC | Delaware | |
| HLT HSS Holding LLC | Delaware | |
| HLT JV Acquisition LLC | Delaware | |
| HLT Lifestyle International Franchise LLC | Delaware | |
| HLT Lifestyle International Franchisor Corporation | Delaware | |
| HLT Lifestyle International Manage LLC | Delaware | |
| HLT Lifestyle International Management Corporation | Delaware | |
| HLT Lifestyle Manage LLC | Delaware | |
| HLT Palmer LLC | Delaware | |
| Home2 Brand Management LLC | Delaware | |
| Home2 Management LLC | Delaware | |
| Homewood Suites Management LLC | Delaware | |
| Hotels Statler Company, Inc. | Delaware | |
| HPP Hotels USA, LLC | Delaware | |
| HPP International LLC | Delaware | |
| Innvision, LLC | Delaware | |
| LXR Management LLC | Delaware | |
| Motto Management LLC | Delaware | |
| Potter’s Bar Palmer House, LLC | Delaware | |
| Promus Hotel Services, Inc. | Delaware | |
| Promus Hotels Florida LLC | Delaware | |
| Promus Hotels LLC | Delaware | |
| Promus Hotels Parent LLC | Delaware | |
| Signia Hotel Management LLC | Delaware | |
| Tapestry Management LLC | Delaware | |
| Tru Brand Management LLC | Delaware | |
| WA Collection International, LLC | Delaware | |
| Waldorf=Astoria Management LLC | Delaware | |
| Florida Conrad International Corp. | Florida | |
| Embassy Suites Club No. 1, Inc. | Kansas | |
| Hotel Clubs of Corporate Woods, Inc. | Kansas | |
| Embassy Suites Club No. Three, Inc. | Louisiana | |
| International Rivercenter Lessee, L.L.C. | Louisiana | |
| Chesterfield Village Hotel, LLC | Missouri | |
| Bally’s Grand Property Sub I, LLC | Nevada | |
| Conrad International (Belgium) LLC | Nevada | |
| Conrad International (Egypt) Resorts Corporation | Nevada | |
| Conrad International (Indonesia) Corporation | Nevada | |
| Hilton Holdings, LLC | Nevada | |
| Hilton Hospitality, LLC | Nevada | |
| Hilton Illinois, LLC | Nevada | |
| Peacock Alley Service Company, LLC | New York | |
| Washington Hilton, L.L.C. | New York | |
| Embassy Suites Club No. Two, Inc. | Texas | |
| SALC, Inc. | Texas | |