Exhibit 5.4
June 23, 2020
Marriott Ownership Resorts, Inc.
6649 Westwood Blvd.
Orlando, FL 32821
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as local counsel to (i) Marriott Resorts Hospitality Corporation, a South Carolina corporation (“MRHC”), (ii) Vistana MB Management, Inc., a South Carolina corporation (“VMBM”), and (iii) VSE Myrtle Beach, LLC, a South Carolina limited liability company (“VSEMB”), each as a subsidiary guarantor (in such capacity herein referred to collectively as the “Guarantors”), in connection with the Guarantors’ proposed guarantees, along with the other guarantors under the Indenture (as defined below), of up to $350,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “New Notes”), in exchange for the outstanding unregistered $350,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “Original Notes”). The New Notes are to be issued by Marriott Ownership Resorts, Inc. (the “Issuer”) in connection with an offering made pursuant to a Registration Statement on FormS-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as 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 “Securities Act”). The Registration Statement is being filed in accordance with the registration rights agreement entered into by the Issuer, the guarantors party thereto, including the Guarantors, and certain dealer managers or initial purchasers, as applicable, on October 1, 2019. The Original Notes were issued on October 1, 2019, in transactions exempt from the registration requirements of the Securities Act, all of which are eligible to be exchanged for the respective New Notes. The New Notes will be issued pursuant to, and entitled to the benefits of, the indenture, dated as of October 1, 2019, by and among the Issuer, Marriott Vacations Worldwide Corporation (the “Parent Guarantor”), the Guarantors and the other guarantors party thereto (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented through the date hereof (the “Indenture”). The Indenture includes the guarantees by the Guarantors of the New Notes (the “Guarantees”).
In connection with this opinion, we have reviewed copies of the following documents, corporate records and other instruments: (i) the articles of incorporation, articles of organization, bylaws and operating agreement, as the case may be, of the respective Guarantors (the “Organizational Documents”), (ii) the omnibus unanimous consent in lieu of a meeting of the board of directors or member, as the case may be, of the respective Guarantors, (iii) the Registration Statement, and (iv) the Indenture.