- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.1 EX-3.1
- 3.2 EX-3.2
- 3.3 EX-3.3
- 3.4 EX-3.4
- 3.5 EX-3.5
- 3.6 EX-3.6
- 3.7 EX-3.7
- 3.8 EX-3.8
- 3.9 EX-3.9
- 3.10 EX-3.10
- 3.11 EX-3.11
- 3.12 EX-3.12
- 3.13 EX-3.13
- 3.14 EX-3.14
- 3.15 EX-3.15
- 3.16 EX-3.16
- 3.17 EX-3.17
- 3.18 EX-3.18
- 3.19 EX-3.19
- 3.20 EX-3.20
- 3.21 EX-3.21
- 3.22 EX-3.22
- 3.23 EX-3.23
- 3.24 EX-3.24
- 3.25 EX-3.25
- 3.26 EX-3.26
- 3.27 EX-3.27
- 3.28 EX-3.28
- 3.29 EX-3.29
- 3.30 EX-3.30
- 3.31 EX-3.31
- 3.32 EX-3.32
- 3.33 EX-3.33
- 3.34 EX-3.34
- 3.35 EX-3.35
- 3.36 EX-3.36
- 3.37 EX-3.37
- 3.38 EX-3.38
- 3.39 EX-3.39
- 3.40 EX-3.40
- 3.41 EX-3.41
- 3.42 EX-3.42
- 3.43 EX-3.43
- 3.44 EX-3.44
- 3.45 EX-3.45
- 3.46 EX-3.46
- 3.47 EX-3.47
- 3.48 EX-3.48
- 3.49 EX-3.49
- 3.50 EX-3.50
- 3.51 EX-3.51
- 3.52 EX-3.52
- 3.53 EX-3.53
- 3.54 EX-3.54
- 3.55 EX-3.55
- 3.56 EX-3.56
- 3.57 EX-3.57
- 3.58 EX-3.58
- 3.59 EX-3.59
- 3.60 EX-3.60
- 3.61 EX-3.61
- 3.62 EX-3.62
- 3.63 EX-3.63
- 3.64 EX-3.64
- 3.65 EX-3.65
- 3.66 EX-3.66
- 3.67 EX-3.67
- 3.68 EX-3.68
- 3.69 EX-3.69
- 3.70 EX-3.70
- 3.71 EX-3.71
- 3.72 EX-3.72
- 3.73 EX-3.73
- 3.74 EX-3.74
- 3.75 EX-3.75
- 3.76 EX-3.76
- 3.77 EX-3.77
- 3.78 EX-3.78
- 3.79 EX-3.79
- 3.80 EX-3.80
- 3.81 EX-3.81
- 3.82 EX-3.82
- 3.83 EX-3.83
- 3.84 EX-3.84
- 3.85 EX-3.85
- 3.86 EX-3.86
- 3.87 EX-3.87
- 3.88 EX-3.88
- 3.89 EX-3.89
- 3.90 EX-3.90
- 3.91 EX-3.91
- 3.92 EX-3.92
- 3.93 EX-3.93
- 3.94 EX-3.94
- 3.95 EX-3.95
- 3.96 EX-3.96
- 3.97 EX-3.97
- 3.98 EX-3.98
- 3.99 EX-3.99
- 3.100 EX-3.100
- 3.101 EX-3.101
- 3.102 EX-3.102
- 3.103 EX-3.103
- 3.104 EX-3.104
- 3.105 EX-3.105
- 3.106 EX-3.106
- 3.107 EX-3.107
- 3.108 EX-3.108
- 3.109 EX-3.109
- 3.110 EX-3.110
- 3.111 EX-3.111
- 3.112 EX-3.112
- 3.113 EX-3.113
- 3.114 EX-3.114
- 3.115 EX-3.115
- 3.116 EX-3.116
- 3.117 EX-3.117
- 3.118 EX-3.118
- 3.119 EX-3.119
- 3.120 EX-3.120
- 3.121 EX-3.121
- 3.122 EX-3.122
- 3.123 EX-3.123
- 3.124 EX-3.124
- 3.125 EX-3.125
- 3.126 EX-3.126
- 3.127 EX-3.127
- 3.128 EX-3.128
- 3.129 EX-3.129
- 3.130 EX-3.130
- 3.131 EX-3.131
- 3.132 EX-3.132
- 3.133 EX-3.133
- 3.134 EX-3.134
- 3.135 EX-3.135
- 3.136 EX-3.136
- 3.137 EX-3.137
- 3.138 EX-3.138
- 3.139 EX-3.139
- 3.140 EX-3.140
- 3.141 EX-3.141
- 3.142 EX-3.142
- 3.143 EX-3.143
- 3.144 EX-3.144
- 3.145 EX-3.145
- 3.146 EX-3.146
- 3.147 EX-3.147
- 3.148 EX-3.148
- 3.149 EX-3.149
- 3.150 EX-3.150
- 3.151 EX-3.151
- 3.152 EX-3.152
- 3.153 EX-3.153
- 3.154 EX-3.154
- 3.155 EX-3.155
- 3.156 EX-3.156
- 3.157 EX-3.157
- 3.158 EX-3.158
- 3.159 EX-3.159
- 3.160 EX-3.160
- 3.161 EX-3.161
- 3.162 EX-3.162
- 3.163 EX-3.163
- 3.164 EX-3.164
- 3.165 EX-3.165
- 3.166 EX-3.166
- 3.167 EX-3.167
- 3.168 EX-3.168
- 3.169 EX-3.169
- 3.170 EX-3.170
- 3.171 EX-3.171
- 3.172 EX-3.172
- 3.173 EX-3.173
- 3.174 EX-3.174
- 3.175 EX-3.175
- 3.176 EX-3.176
- 3.177 EX-3.177
- 3.178 EX-3.178
- 3.179 EX-3.179
- 3.180 EX-3.180
- 3.181 EX-3.181
- 3.182 EX-3.182
- 3.183 EX-3.183
- 3.184 EX-3.184
- 3.187 EX-3.187
- 3.188 EX-3.188
- 3.189 EX-3.189
- 3.190 EX-3.190
- 3.191 EX-3.191
- 3.192 EX-3.192
- 3.193 EX-3.193
- 3.194 EX-3.194
- 3.195 EX-3.195
- 3.196 EX-3.196
- 3.197 EX-3.197
- 3.198 EX-3.198
- 3.199 EX-3.199
- 3.200 EX-3.200
- 3.201 EX-3.201
- 3.202 EX-3.202
- 3.203 EX-3.203
- 3.204 EX-3.204
- 3.205 EX-3.205
- 3.206 EX-3.206
- 3.207 EX-3.207
- 3.208 EX-3.208
- 3.209 EX-3.209
- 3.210 EX-3.210
- 3.211 EX-3.211
- 3.212 EX-3.212
- 3.213 EX-3.213
- 3.214 EX-3.214
- 3.215 EX-3.215
- 3.216 EX-3.216
- 3.217 EX-3.217
- 3.218 EX-3.218
- 3.219 EX-3.219
- 3.220 EX-3.220
- 3.221 EX-3.221
- 3.222 EX-3.222
- 3.223 EX-3.223
- 3.224 EX-3.224
- 3.225 EX-3.225
- 3.226 EX-3.226
- 3.227 EX-3.227
- 3.228 EX-3.228
- 3.229 EX-3.229
- 3.230 EX-3.230
- 3.231 EX-3.231
- 3.232 EX-3.232
- 3.233 EX-3.233
- 3.234 EX-3.234
- 3.235 EX-3.235
- 3.236 EX-3.236
- 3.237 EX-3.237
- 3.238 EX-3.238
- 3.239 EX-3.239
- 3.240 EX-3.240
- 3.241 EX-3.241
- 3.242 EX-3.242
- 3.243 EX-3.243
- 3.244 EX-3.244
- 3.245 EX-3.245
- 3.246 EX-3.246
- 3.247 EX-3.247
- 3.248 EX-3.248
- 3.249 EX-3.249
- 3.250 EX-3.250
- 3.251 EX-3.251
- 3.252 EX-3.252
- 3.253 EX-3.253
- 3.254 EX-3.254
- 3.255 EX-3.255
- 3.256 EX-3.256
- 3.257 EX-3.257
- 3.258 EX-3.258
- 3.259 EX-3.259
- 3.260 EX-3.260
- 3.261 EX-3.261
- 3.262 EX-3.262
- 3.263 EX-3.263
- 3.264 EX-3.264
- 3.265 EX-3.265
- 3.266 EX-3.266
- 3.267 EX-3.267
- 3.268 EX-3.268
- 3.269 EX-3.269
- 3.270 EX-3.270
- 3.271 EX-3.271
- 3.272 EX-3.272
- 3.273 EX-3.273
- 3.274 EX-3.274
- 3.275 EX-3.275
- 3.276 EX-3.276
- 3.277 EX-3.277
- 3.278 EX-3.278
- 3.279 EX-3.279
- 3.280 EX-3.280
- 3.281 EX-3.281
- 3.282 EX-3.282
- 3.283 EX-3.283
- 3.284 EX-3.284
- 3.285 EX-3.285
- 3.286 EX-3.286
- 3.287 EX-3.287
- 3.288 EX-3.288
- 3.289 EX-3.289
- 3.290 EX-3.290
- 3.291 EX-3.291
- 3.292 EX-3.292
- 3.293 EX-3.293
- 3.294 EX-3.294
- 3.295 EX-3.295
- 3.296 EX-3.296
- 3.297 EX-3.297
- 3.298 EX-3.298
- 3.299 EX-3.299
- 3.300 EX-3.300
- 3.301 EX-3.301
- 3.302 EX-3.302
- 3.303 EX-3.303
- 3.304 EX-3.304
- 3.305 EX-3.305
- 3.306 EX-3.306
- 3.307 EX-3.307
- 3.308 EX-3.308
- 3.309 EX-3.309
- 3.310 EX-3.310
- 3.311 EX-3.311
- 3.312 EX-3.312
- 3.313 EX-3.313
- 3.314 EX-3.314
- 3.315 EX-3.315
- 3.316 EX-3.316
- 3.317 EX-3.317
- 3.318 EX-3.318
- 3.319 EX-3.319
- 3.320 EX-3.320
- 3.321 EX-3.321
- 3.322 EX-3.322
- 3.323 EX-3.323
- 3.324 EX-3.324
- 3.325 EX-3.325
- 3.326 EX-3.326
- 3.327 EX-3.327
- 3.328 EX-3.328
- 3.329 EX-3.329
- 3.330 EX-3.330
- 3.331 EX-3.331
- 3.332 EX-3.332
- 3.333 EX-3.333
- 3.334 EX-3.334
- 3.335 EX-3.335
- 3.336 EX-3.336
- 3.337 EX-3.337
- 3.338 EX-3.338
- 3.339 EX-3.339
- 3.340 EX-3.340
- 3.341 EX-3.341
- 3.342 EX-3.342
- 3.343 EX-3.343
- 3.344 EX-3.344
- 4.3 EX-4.3
- 5.1 EX-5.1
- 5.2 EX-5.2
- 5.3 EX-5.3
- 5.4 EX-5.4
- 5.5 EX-5.5
- 5.6 EX-5.6
- 12 EX-12
- 21 EX-21
- 23.1 EX-23.1
- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- Download Excel data file
- View Excel data file
- 29 Mar 19 Registration of securities issued in business combination transactions
- 23 Jun 17 Registration of securities issued in business combination transactions
- 19 Nov 14 Registration of securities issued in business combination transactions (amended)
- 11 Sep 14 Registration of securities issued in business combination transactions
[Bass Berry + SIMS Letterhead] 150 Third Avenue South, Suite 2800 Nashville, Tennessee 37201 (615) 742-6200 | Exhibit 5.6 |
September 11, 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 Tennessee counsel to Embassy Memphis Corporation, a Tennessee corporation (the “Company”), in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed by Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (collectively, the “Issuers”), the Company and the other guarantors set forth on the Registration Statement with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,500,000,000 aggregate principal amount of the Issuers’ 5.625% senior notes due 2021 (the “Exchange Notes”) that are to be guaranteed on a senior unsecured basis by Hilton Worldwide Holdings Inc., the Company and certain other subsidiaries of the Issuers (collectively, the “Guarantors”). The Exchange Notes and the guarantees thereof are to be issued pursuant to an indenture, dated as of October 4, 2013, as supplemented by a First Supplemental Indenture, dated as of October 25, 2013, and a Second Supplemental Indenture, dated as of September 8, 2014 (collectively, the “Indenture”), by and among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”).
The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2021 in accordance with the terms of a Registration Rights Agreement, dated as of October 4, 2013, and a Joinder Agreement, dated as of October 25, 2013, among the Issuers, the Guarantors, and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as representative of the parties named therein as the Initial Purchasers (collectively, the “Registration Rights Agreement”).
In rendering our opinions herein, we have relied with respect to factual matters, upon the Officers’ Certificate (defined below), statements and representations of representatives of the Company and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:
(i) | the charter and bylaws of the Company; |
September 11, 2014
Page 2
(ii) | the certificate with respect to various factual matters signed by an officer of the Company and dated the date of this opinion (the “Officer’s Certificate”); |
(iii) | the Registration Rights Agreement; |
(iv) | the Indenture, including the terms of the guarantees of the Exchange Notes set forth therein; |
(v) | the form of Exchange Notes; and |
(vi) | the Registration Statement (collectively, with the Registration Rights Agreement, Indenture and Exchange Notes, the “Transaction Documents”). |
In all such examinations, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have assumed that all documents we have reviewed are the valid and binding obligations of and enforceable against the parties thereto and the due authorization, execution and delivery of all documents by all of the parties thereto, except, in each case, to the extent we render an opinion in paragraphs 3 and 4 below as to due authorization, execution and delivery.
We have assumed that all executed written factual statements, agreements, instruments, and other documents that we have relied upon in rendering this opinion have been executed by persons with legal capacity to execute such documents. Except as expressly set forth in this letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement or to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of the Company.
The opinions expressed herein are limited in all respects to the laws of the State of Tennessee and no opinion is expressed with respect to (i) the federal laws of the United States of America or laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein, (ii) the bylaws, rules or regulations of the Financial Industry Regulatory Authority, Inc. or (iii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. The opinions expressed herein are further qualified as follows: pursuant to Tennessee Code Annotated Section 48-16-401, the authorization and, therefore, compliance with Tennessee statutory law and the validity, binding nature and enforceability of the Transaction Documents as they relate to the Company may be subject to Tennessee corporation law restrictions relating to capital or other financial adequacy that would be applicable in the event that any indebtedness, obligation, liability or undertaking of the Company thereunder is deemed to be a dividend or distribution.
September 11, 2014
Page 3
With regard to our opinion in paragraph 1 below with respect to the Company’s good standing, we have based our opinion solely upon examination of the certificate of good standing issued by the Tennessee Secretary of State as of a recent date.
Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:
(1) The Company is validly existing as a corporation in good standing under the laws of the State of Tennessee.
(2) The Company had and has the corporate power under the laws of the State of Tennessee to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.
(3) The execution and delivery by the Company of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by all necessary corporate action on the part of the Company, and do not violate (a) any Tennessee statutory law or regulation applicable to the Company, or (b) any decree of any Tennessee court known to us specifically directed to the Company.
(4) The Indenture has been duly executed and delivered by the Company.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered solely for your benefit in connection with the matters addressed herein. This opinion letter may be relied upon by Simpson Thacher & Bartlett LLP, as if it were addressed to it, in rendering its opinion in connection with the registration of the Exchange Notes and the Exchange Note Guarantees and the issuance of the Exchange Notes and the Exchange Note Guarantees as described in the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, |
/s/ Bass, Berry & Sims PLC |