Exhibit 5.2
[Letterhead of Holland & Hart LLP]
November 19, 2019
Expedia Group, Inc.
1111 Expedia Group Way W.
Seattle, WA 98119
Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as special counsel for Expedia Group, Inc., a Delaware corporation (the “Company”) in the States of Nevada and Colorado for the purpose of issuing this opinion in connection with the Company’s preparation of a Registration Statement on FormS-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,250,000,000 of the Company’s outstanding 3.25% Senior Notes due 2030 (the “Original Notes”) and the related guarantees (the “Original Note Guarantees”) for (i) an equal principal amount of the Company’s registered 3.25% Senior Notes due 2030 (the “New Notes”) and (ii) guarantees (the “New Note Guarantees”) by certain subsidiaries of the Company, including without limitation Travelscape, LLC, a Nevada limited liability company, WWTE, Inc., a Nevada corporation, Egencia LLC, a Nevada limited liability company, CarRentals.com, Inc., a Nevada corporation, and BedandBreakfast.com, Inc., a Colorado corporation (such expressly listed subsidiaries, collectively, the “Guarantors”), pursuant to the Indenture (as defined below), in each case the sale of which will be registered under the Act. The Original Notes and the Original Note Guarantees were issued, and the New Notes and the New Note Guarantees will be issued, under an indenture dated as of September 19, 2019 the (as amended, supplemented or otherwise modified prior to the date hereof, “Indenture”), among the Company, the subsidiary guarantors party thereto from time to time and U.S. Bank National Association, as trustee (the “Trustee”).
In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) for each Guarantor, a Certificate of Existence with Status in Good Standing issued by the Secretary of State of Nevada, or a Certificate of Fact of Good Standing issued by the Secretary of State of Colorado, as applicable (each dated November 7, 2019); (c) each Guarantor’s Articles of Incorporation or Articles of Organization, each as amended or amended and restated to date, as applicable (in each case certified to us by an officer or an officer of the member of the Guarantors as being true and correct copes of same); (d) each Guarantor’s Bylaws, Operating Agreement, or other governing document, each as amended or amended and restated to date, as applicable (in each case certified to us by an officer or an officer of the member of the Guarantors as being true and correct copies of
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