Exhibit 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]
June 23, 2017
Hilton Domestic Operating Company Inc.
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 Domestic Operating Company Inc., a Delaware corporation (“HOC”), Hilton Worldwide Finance LLC, a Delaware limited liability company (“HWF”), and Hilton Worldwide Finance Corp., a Delaware corporation (“HWFC” and, together with HOC and HWF, the “Issuers”), and to the guarantors listed on Schedule I hereto (together with, in the case of the 2024 Notes (as defined below), HWF and HWFC, and, in the case of the 2025 Notes (as defined below) and 2027 Notes (as defined below), HOC, the “Guarantors”), in connection with the Registration Statement on FormS-4 (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 (i) HOC of up to $1,000,000,000 aggregate principal amount of 4.250% Senior Notes due 2024 (the “2024 Notes”) and (ii) HWF, as issuer, and HWFC, asco-issuer, of up to $900,000,000 aggregate principal amount of 4.625% Senior Notes due 2025 (the “2025 Notes”) and up to $600,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes and 2025 Notes, the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Exchange Guarantees”) with respect to the Exchange Securities. The 2024 Notes and the Exchange Guarantees with respect to the 2024 Notes will be issued under an indenture, dated as of August 18, 2016 (as amended by the first supplemental
indenture, dated as of September 22, 2016, the second supplemental indenture, dated as of September 22, 2016, the third supplemental indenture, dated as of October 20, 2016 and the fourth supplemental indenture, dated as of December 12, 2016, the “2016 Indenture”), among Hilton Escrow Issuer LLC and Hilton Escrow Issuer Corp., aspredecessors-in-interest to HOC, HOC, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The 2025 Notes, the 2027 Notes and the Exchange Guarantees with respect to the 2025 Notes and the 2027 Notes will be issued under an indenture, dated as of March 16, 2017 (the “2017 Indenture” and, together with the 2016 Indenture, the “Indentures”), among HWF, HWFC, the Guarantors and the Trustee. The 2024 Notes and the Exchange Guarantees with respect to the 2024 Notes will be offered by HOC and the Guarantors in exchange for their outstanding 4.250% Senior Notes due 2024 and the guarantees thereof that were issued on August 18, 2016. The 2025 Notes, the 2027 Notes and the Exchange Guarantees with respect to the 2025 Notes and the 2027 Notes will be offered by HWF, HWFC and the Guarantors in exchange for their outstanding 4.625% Senior Notes due 2025, 4.875% Senior Notes due 2027 and the respective guarantees thereof that were issued on March 16, 2017.
We have examined the Registration Statement and each of the Indentures (including the form of each Exchange Security and the terms of the Exchange Guarantees set forth therein), which have been filed with the Commission as exhibits 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 opinions 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.
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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 each 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 applicable Indenture pursuant to the exchange offers described in the Registration Statement, the Exchange Securities will constitute valid and legally binding obligations of the applicable Issuers, enforceable against such Issuers 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 applicable Indenture pursuant to the exchange offers 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, California, Kansas, Missouri and Texas, we have relied upon the opinion of Dentons US LLP, (ii) the law of the State of Florida, we have
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relied upon the opinion of Hill, Ward & Henderson, P.A., (iii) the law of the State of Louisiana, we have relied upon the opinion of Jones Walker LLP, (iv) the law of the Commonwealth of Massachusetts, we have relied upon the opinion of Wilmer Cutler Pickering Hale and Dorr LLP, (v) the law of the State of Nevada, we have relied upon the opinion of Rice Reuther Sullivan & Carroll LLP and (vi) the law of the State of Tennessee, we have relied upon the opinion of Bass, Berry & Sims PLC, 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, California, Florida, Kansas, Louisiana, Missouri, Nevada, Tennessee and Texas and the Commonwealth of Massachusetts.
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 |
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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 | |
| 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 | |
| HIC Gaming California, Inc. | California | |
| HIC San Pablo Limited, Inc. | California | |
| HIC San Pablo, L.P. | 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 | |
| Canopy Brand Management LLC | Delaware | |
| Compris Hotel LLC | Delaware | |
| Conrad International Manage (CIS) LLC | Delaware | |
| Conrad Management LLC | Delaware | |
| Curio Brand Management LLC | Delaware | |
| Doubletree LLC | Delaware | |
| Doubletree Management LLC | Delaware | |
| EJP LLC | Delaware | |
| Embassy Development LLC | Delaware | |
| Embassy Equity Development LLC | Delaware | |
| Embassy Suites (Isla Verde), Inc. | Delaware | |
| Embassy Suites Management LLC | Delaware | |
| Embassy Syracuse Development LLC | Delaware | |
| EPAM Corporation | Delaware | |
| Hampton Inns LLC | Delaware | |
| Hampton Inns Management LLC | Delaware | |
| HHC BC Orlando, LLC | Delaware | |
| HIC First LLC | Delaware | |
| HIC Holdings LLC | Delaware | |
| HIC Hotels U.S.A. LLC | Delaware | |
| HIC Racing Corporation | Delaware | |
| HIC Second 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 Electronic Distribution Systems, 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 Inns LLC | Delaware | |
| Hilton International Holding LLC | Delaware | |
| Hilton Management LLC | Delaware | |
| Hilton New Jersey Service Corp. | Delaware | |
| Hilton Recreation LLC | Delaware | |
| Hilton San Diego LLC | 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 Parent LLC | Delaware | |
| HLT Audubon LLC | Delaware | |
| HLT Conrad Domestic LLC | Delaware | |
| HLT Domestic JV Holdings 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 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 |
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| 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 Owned II Holding LLC | Delaware | |
| HLT OwnedII-A Borrower LLC | Delaware | |
| HLT Palmer LLC | Delaware | |
| Home2 Brand Management LLC | Delaware | |
| Homewood Suites Management LLC | Delaware | |
| Hotels Statler Company, Inc. | Delaware | |
| HPP Hotels USA, LLC | Delaware | |
| HPP International LLC | Delaware | |
| HTGV, LLC | Delaware | |
| Innvision, LLC | Delaware | |
| Lockwood Palmer House, 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 | |
| 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 | |
| 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 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 |
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| Embassy Memphis Corporation | Tennessee | |
| Embassy Suites Club No. Two, Inc. | Texas | |
| SALC, Inc. | Texas |
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