Exhibit 5.7
[Letterhead of Simpson Thacher & Bartlett LLP]
November 19, 2014
Hilton Worldwide Finance LLC
Hilton Worldwide Finance Corp.
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102
Ladies and Gentlemen:
We have acted as counsel to Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Company”), and Hilton Worldwide Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), and to the guarantors listed on Schedule I hereto (the “Guarantors”), in connection with the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by the Issuers 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 Issuers of up to $1,500,000,000 aggregate principal amount of 5.625% Senior Notes due 2021 (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 October 4, 2013 (as amended by the first supplemental indenture, dated as of October 25, 2013, and the second supplemental indenture, dated as of September 8, 2014, the “Indenture”), among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Securities and the Exchange Guarantees will be offered by the Issuers and the Guarantors in exchange for their outstanding 5.625% Senior Notes due 2021 and the guarantees thereof of the Guarantors.
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We have examined the Registration Statement and the Indenture (including the form of Exchange Security and the terms of the Exchange Guarantees set forth therein), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.
In rendering the opinion 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 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 Guarantee of SALC, Inc. has been duly issued, the Exchange Guarantee of SALC, Inc. will constitute a valid and legally binding obligation of SALC, Inc., enforceable against SALC, Inc. in accordance with its terms.
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Our opinion set forth above is 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 opinion expressed herein relates to or is dependent upon matters governed by the law of the State of Texas, we have relied upon the opinion of Dentons US LLP dated the date hereof and our opinion is 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 and, to the extent set forth herein, the law of the State of Texas.
We hereby consent to the filing of this opinion letter as Exhibit 5.7 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, Inc. | Arizona | |
DTM Atlanta/Legacy, Inc. | Arizona | |
DTM Coconut Grove, Inc. | Arizona | |
DTM Largo, Inc. | Arizona | |
DTM Maryland, Inc. | Arizona | |
DTM Santa Clara LLC | Arizona | |
DTM Walnut Creek, Inc. | Arizona | |
DTR FCH Holdings, Inc. | Arizona | |
DTR PAH Holding, Inc. | Arizona | |
DTR San Antonio, Inc. | Arizona | |
DTR TM Holdings, Inc. | Arizona | |
HIC Gaming California, Inc. | California | |
HIC San Pablo Limited, Inc. | California | |
HIC San Pablo, L.P. | California | |
Hilton San Diego Corporation | California | |
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 | |
Compris Hotel LLC | Delaware | |
Conrad Franchise LLC | Delaware | |
Conrad International Manage (CIS) LLC | Delaware | |
Conrad Management LLC | Delaware | |
Doubletree DTWC LLC | Delaware | |
Doubletree Franchise LLC | Delaware | |
Doubletree LLC | Delaware | |
Doubletree Management LLC | Delaware | |
DTWC Spokane City Center SPE, LLC | Delaware | |
EJP LLC | Delaware | |
Embassy Development LLC | Delaware | |
Embassy Equity Development LLC | Delaware | |
Embassy Suites (Isla Verde), Inc. | Delaware | |
Embassy Suites Franchise LLC | Delaware | |
Embassy Syracuse Development LLC | Delaware | |
EPAM Corporation | Delaware |
Grand Vacations Realty, LLC | Delaware | |
Grand Vacations Services LLC | Delaware | |
Grand Vacations Title, LLC | Delaware | |
Hampton Inns Franchise LLC | Delaware | |
Hampton Inns LLC | Delaware | |
Hampton Inns Management LLC | Delaware | |
HHC BC Orlando, LLC | Delaware | |
HHC One Park Boulevard, LLC | Delaware | |
HIC First Corporation | Delaware | |
HIC Holdings Corporation | Delaware | |
HIC Hotels U.S.A. Corporation | Delaware | |
HIC Racing Corporation | Delaware | |
HIC Second Corporation | 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 El Con Management LLC | Delaware | |
Hilton El Con Operator LLC | Delaware | |
Hilton Electronic Distribution Systems, LLC | Delaware | |
Hilton Energy Investments, LLC | Delaware | |
Hilton Franchise Holding LLC | Delaware | |
Hilton Franchise LLC | Delaware | |
Hilton Garden Inns Franchise LLC | Delaware | |
Hilton Garden Inns Management LLC | Delaware | |
Hilton Grand Vacations Club, LLC | Delaware | |
Hilton Grand Vacations Company, LLC | Delaware | |
Hilton Grand Vacations Financing, LLC | Delaware | |
Hilton Hawaii Corporation | Delaware | |
Hilton HHonors Worldwide, L.L.C. | Delaware | |
Hilton Illinois Holdings LLC | Delaware | |
Hilton Inns LLC | Delaware | |
Hilton International Holding Corporation | Delaware | |
Hilton Kingsland 1, LLC | Delaware | |
Hilton Management LLC | Delaware | |
Hilton New Jersey Service Corp. | Delaware | |
Hilton OPB, LLC | Delaware | |
Hilton Orlando Partners II, LLC | Delaware | |
Hilton Orlando Partners III, LLC | Delaware | |
Hilton Recreation LLC | Delaware | |
Hilton Resorts Corporation | Delaware | |
Hilton Resorts Marketing Corp. | Delaware | |
Hilton Spring Corporation | Delaware | |
Hilton Supply Management LLC | Delaware |
Hilton Systems Solutions, LLC | Delaware | |
Hilton Systems, LLC | Delaware | |
Hilton Worldwide Holdings Inc. | Delaware | |
Hilton Worldwide, Inc. | Delaware | |
HLT Audubon LLC | Delaware | |
HLT CA Hilton LLC | Delaware | |
HLT Conrad Domestic LLC | Delaware | |
HLT Conrad GP LLC | Delaware | |
HLT Domestic JV Holdings LLC | Delaware | |
HLT Domestic Owner LLC | Delaware | |
HLT ESP Franchise 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 Franchise II Borrower LLC | Delaware | |
HLT HQ SPE LLC | Delaware | |
HLT HSM Holding LLC | Delaware | |
HLT HSS Holding LLC | Delaware | |
HLT JV Acquisition LLC | Delaware | |
HLT JV I Borrower LLC | Delaware | |
HLT Lifestyle Franchise 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 Memphis Data LLC | Delaware | |
HLT O’Hare LLC | Delaware | |
HLT Operate DTWC LLC | Delaware | |
HLT Owned II Holding LLC | Delaware | |
HLT Owned II-A Borrower LLC | Delaware | |
HLT Palmer LLC | Delaware | |
HLT Timeshare Borrower I LLC | Delaware | |
HLT Timeshare Borrower II LLC | Delaware | |
Homewood Suites Franchise LLC | Delaware | |
Homewood Suites Management LLC | Delaware | |
Hotels Statler Company, Inc. | Delaware | |
HPP Hotels USA, Inc. | Delaware | |
HRC Islander LLC | Delaware | |
HTGV, LLC | Delaware | |
Innvision, LLC | Delaware | |
Lockwood Palmer House, LLC | Delaware | |
MeriTex, 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 Minneapolis, Inc. | Delaware | |
Promus Hotels Parent LLC | Delaware | |
Promus Operating LLC | Delaware | |
Promus/Kingston Development Corporation | Delaware | |
Samantha Hotel LLC | Delaware | |
Suite Life LLC | Delaware | |
Tex Holdings, Inc. | Delaware | |
WA Collection International, LLC | Delaware | |
Waldorf Astoria Franchise LLC | Delaware | |
Waldorf=Astoria Management LLC | Delaware | |
Florida Conrad International Corp. | Florida | |
Hilton-OCCC Hotel, LLC | Florida | |
Hilton-OCCC Mezz Lender, LLC | 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 | |
DTM Cambridge, Inc. | Massachusetts | |
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 | |
Conrad International Investment (Jakarta) Corporation | Nevada | |
Hilton Grand Vacations Management, LLC | Nevada | |
Hilton Holdings, LLC | Nevada | |
Hilton Hospitality, LLC | Nevada | |
Hilton Illinois, LLC | Nevada | |
HPP International Corporation | Nevada | |
Peacock Alley Service Company, LLC | New York | |
Washington Hilton, L.L.C. | New York | |
Embassy Memphis Corporation | Tennessee | |
Embassy Suites Club No. Two, Inc. | Texas | |
SALC, Inc. | Texas |