Exhibit 5.3
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Honolulu Office
Cades Schutte Building
1000 Bishop Street • Suite 1200
Honolulu, Hawai‘i 96813-4216
P.O. Box 939 • Honolulu, Hawai‘i 96808-0939
www.cades.com
Tel (808)521-9200 • Fax (808)521-9210
June 23, 2020
Marriott Ownership Resorts, Inc.
6649 Westwood Blvd.
Orlando, FL 32821
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as special counsel to (a) Hawaii Vacation Title Services, Inc.; REP Holdings, Ltd.; Vistana Hawaii Management, Inc.; and Vistana Vacation Services Hawaii, Inc. (each incorporated under the law of the State of Hawaii and referred to in this opinion letter as a “Hawaii Corporation”) and (b) Aqua Hotels & Resorts, LLC; Aqua Luana Operator LLC; Aqua-Aston Hospitality, LLC; Diamond Head Management LLC; Hotel Management Services LLC; Kai Management Services LLC; Maui Condo and Home, LLC; and RQI Holdings, LLC (each organized under the law of the State of Hawaii and referred to in this opinion letter as a “Hawaii LLC”) (the Hawaii Corporations and the Hawaii LLCs are referred to herein as the “Hawaii Guarantors”) in connection with the proposed issuance by Marriott Ownership Resorts, Inc., a Delaware corporation (the “Issuer”), of up to $350,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “New Notes”) in exchange for any and all of the Issuer’s $350,000,000 aggregate principal amount of outstanding 4.750% Senior Notes due 2028 pursuant to a registration statement on FormS-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof under the Securities Act of 1933, as amended (the “Act”). The New Notes are to be issued under an Indenture dated as of October 1, 2019, by and among the Issuer, Marriott Vacations Worldwide Corporation (the “Parent Guarantor”), the Hawaii Guarantors and the other guarantors party thereto (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Indenture includes the guarantees by the Hawaii Guarantors of the New Notes (collectively, the “Guarantees”). This opinion letter is being furnished at the request of the Hawaii Guarantors in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the New Notes and the Guarantees.
Kailua-Kona Office • SuiteB-303 •75-170 Hualalai Road • Kailua-Kona, Hawai‘i 96740-1737 • Tel (808)329-5811 • Fax (808)326-1175
Waimea Office • Suite 205 •65-1291 Kawaihae Road • Kamuela, Hawai‘i 96743 • Tel (808)885-5073 • Fax (808)326-1175
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