Exhibit 5.1
601 Lexington Avenue New York, New York 10022
(212) 446-4800
www.kirkland.com
May 8, 2019 | Facsimile: (212) 446-4900
|
Marriott Ownership Resorts, Inc.
ILG, LLC
6649 Westwood Blvd.
Orlando, Florida 32821
Re: Registration Statement on FormS-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel for Marriott Ownership Resorts, Inc., a Delaware corporation (“MORI”), ILG, LLC, a Delaware limited liability company (together with MORI, the “Issuers”), each of the Delaware entities listed onExhibit A hereto (the “Delaware Guarantors”) and each of the Florida, Hawaii and South Carolina entities listed onExhibit B hereto (the “Other Guarantors” and, together with the Delaware Guarantors, the “Guarantors” and each a “Guarantor”). The Guarantors and the Issuers are collectively referred to herein as the “Registrants.” This opinion letter is being delivered in connection with the proposed registration by the Registrants of up to (i) $88,165,000 aggregate principal amount of 5.625% Senior Notes due 2023 (the “New 2023 Notes”) and (ii) $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2026 (the “New 2026 Notes” and, together with the New 2023 Notes, the “Exchange Notes”), each to be guaranteed by the Guarantors, pursuant to a Registration Statement on FormS-4 filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The New 2023 Notes are to be issued pursuant to an indenture, dated as of September 4, 2018, by and among the Issuers, the Guarantors and HSBC Bank USA, National Association, as trustee, as amended and supplemented through the date hereof (the “2023 Notes Indenture”). The New 2026 Notes are to be issued pursuant to an indenture, dated as of August 23, 2018, by and among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented through the date hereof (the “2026 Notes Indenture” and, together with the 2023 Notes Indenture, the “Indentures” and each an “Indenture”). The 2023 Notes Indenture includes the guarantees by the Guarantors of the New 2023 Notes, and the 2026 Notes Indenture includes the guarantees by the Guarantors of the New 2026 Notes (collectively, the
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ILG, LLC
May 8, 2019
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“Guarantees”). The Exchange Notes are to be issued in exchange for the Issuers’ (i) 5.625% Senior Notes due 2023 originally issued on September 4, 2018 in the aggregate principal amount of $88,165,000 (the “Original 2023 Notes”) and (ii) 6.500% Senior Notes due 2026 originally issued on August 23, 2018 in the aggregate principal amount of $750,000,000 (the “Original 2026 Notes” and, together with the Original 2023 Notes, the “Original Notes”).
We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) certificates of incorporation, certificates of formation, bylaws, limited liability agreements, partnership agreements and other organizational documents, as applicable, of each of the Issuers and the Delaware Guarantors, (ii) resolutions or written consents of the board of directors, board of managers, manager, managing member, sole member or general partner, as applicable, of each of the Issuers and the Delaware Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, as applicable, (iii) the Indentures (including the Guarantees contained therein), (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as of September 4, 2018, by and among the Issuers, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as dealer managers for the exchange offer in connection with which the Original 2023 Notes were issued, (vi) the Registration Rights Agreement, dated as of August 23, 2018, by and among the Issuers, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers of the Original 2026 Notes and (vii) forms of the Exchange Notes and the Guarantees.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuers and the Delaware Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuers and the Guarantors.
We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuers and the Guarantors of their respective obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound.
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Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) each Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the relevant Indenture and duly delivered to holders of the Original Notes in exchange for the Original Notes and the guarantees related thereto pursuant to the exchange offer described in the Registration Statement (assuming the due authorization and execution of the Guarantees by the Other Guarantors and the due delivery of the Guarantees by the Other Guarantors to holders of the Original Notes in exchange for the Original Notes and the guarantees related thereto), the Exchange Notes will be validly issued under the relevant Indenture and will be binding obligations of the Issuers and the Guarantees will be validly issued under the relevant Indenture and will be binding obligations of the Guarantors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.
Our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised
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Uniform Limited Partnership Act, which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.
This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of RegulationS-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
| Very truly yours, |
| /s/ Kirkland & Ellis LLP |
| KIRKLAND & ELLIS LLP |
Marriott Ownership Resorts, Inc.
ILG, LLC
May 8, 2019
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EXHIBIT A
Delaware Guarantors
Aqua Hospitality LLC, a Delaware limited liability company
Aqua Hotels and Resorts Operator LLC, a Delaware limited liability company
Aqua Hotels and Resorts, Inc., a Delaware corporation
Aqua-Aston Holdings, Inc., a Delaware corporation
CDP GP, Inc., a Delaware corporation
CDP Investors, L.P., a Delaware limited partnership
Cerromar Development Partners GP, Inc., a Delaware corporation
Cerromar Development Partners, L.P., S.E., a Delaware limited partnership
FOH Holdings, LLC, a Delaware limited liability company
FOH Hospitality, LLC, a Delaware limited liability company
Grand Aspen Holdings, LLC, a Delaware limited liability company
Grand Aspen Lodging, LLC, a Delaware limited liability company
HPC Developer, LLC, a Delaware limited liability company
HT-Highlands, Inc., a Delaware corporation
HTS-BC, L.L.C., a Delaware limited liability company
HTS-Beach House Partner, L.L.C., a Delaware limited liability company
HTS-Beach House, Inc., a Delaware corporation
HTS-Coconut Point, Inc., a Delaware corporation
HTS-Ground Lake Tahoe, Inc., a Delaware corporation
HTS-Key West, Inc., a Delaware corporation
HTS-KW, Inc., a Delaware corporation
HTS-Lake Tahoe, Inc., a Delaware corporation
HTS-Loan Servicing, Inc., a Delaware corporation
HTS-Main Street Station, Inc., a Delaware corporation
HTS-Maui, L.L.C., a Delaware limited liability company
HTS-San Antonio, Inc., a Delaware corporation
HTS-San Antonio, L.L.C., a Delaware limited liability company
HTS-San Antonio, L.P., a Delaware limited partnership
HTS-Sedona, Inc., a Delaware corporation
HTS-Sunset Harbor Partner, L.L.C., a Delaware limited liability company
HTS-Windward Pointe Partner, L.L.C., a Delaware limited liability company
HV Global Group, Inc., a Delaware corporation
HV Global Management Corporation, a Delaware corporation
IIC Holdings, Incorporated, a Delaware corporation
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ILG Shared Ownership, Inc., a Delaware corporation
Interval Acquisition Corp., a Delaware corporation
Interval Holdings, Inc., a Delaware corporation
Kauai Blue, Inc., a Delaware corporation
Kauai Lagoons Holdings LLC, a Delaware limited liability company
Management Acquisition Holdings, LLC, a Delaware limited liability company
Marriott Kauai Ownership Resorts, Inc., a Delaware corporation
Marriott Ownership Resorts Procurement, LLC, a Delaware limited liability company
Marriott Resorts Sales Company, Inc., a Delaware corporation
Marriott Vacations Worldwide Corporation, a Delaware corporation
MH Kapalua Venture, LLC, a Delaware limited liability company
MORI Golf (Kauai), LLC, a Delaware limited liability company
MORI Member (Kauai), LLC, a Delaware limited liability company
MORI Residences, Inc., a Delaware corporation
MORI Waikoloa Holding Company, LLC, a Delaware limited liability company
MTSC, Inc., a Delaware corporation
MVW of Hawaii, Inc., a Delaware corporation
MVW SSC, Inc., a Delaware corporation
MVW US Holdings, Inc., a Delaware corporation
MVW US Services, LLC, a Delaware limited liability company
Pelican Landing Timeshare Ventures Limited Partnership,a Delaware limited partnership
R.C. Chronicle Building, L.P., a Delaware limited partnership
RBF, LLC, a Delaware limited liability company
RCC (GP) Holdings LLC, a Delaware limited liability company
RCC (LP) Holdings L.P., a Delaware limited partnership
RCDC 942, L.L.C., a Delaware limited liability company
RCDC Chronicle LLC, a Delaware limited liability company
Resort Sales Services, Inc., a Delaware corporation
The Cobalt Travel Company, LLC, a Delaware limited liability company
The Lion & Crown Travel Co., LLC, a Delaware limited liability company
The Ritz-Carlton Development Company, Inc., a Delaware corporation
The Ritz-Carlton Management Company, L.L.C., a Delaware limited liability company
The Ritz-Carlton Sales Company, Inc., a Delaware corporation
The Ritz-Carlton Title Company, Inc., a Delaware corporation
Vacation Ownership Lending GP, Inc., a Delaware corporation
Vacation Ownership Lending, L.P., a Delaware limited partnership
Vistana Signature Experiences, Inc., a Delaware corporation
Marriott Ownership Resorts, Inc.
ILG, LLC
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Vistana Signature Network, Inc., a Delaware corporation
VOL GP, Inc., a Delaware corporation
VOL Investors, L.P., a Delaware limited partnership
Volt Merger Sub, LLC, a Delaware limited liability company
Windward Pointe II, L.L.C., a Delaware limited liability company
WVC Rancho Mirage, Inc., a Delaware corporation
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EXHIBIT B
Other Guarantors
Florida Guarantors:
Aston Hotels & Resorts Florida, LLC, a Florida limited liability company
Beach House Development Partnership, a Florida limited partnership
Coconut Plantation Partner, Inc., a Florida corporation
Data Marketing Associates East, Inc., a Florida corporation
Flex Collection, LLC, a Florida limited liability company
HV Global Marketing Corporation, a Florida corporation
HVO Key West Holdings, LLC, a Florida limited liability company
ILG Management, LLC, a Florida limited liability company
Interval International, Inc., a Florida corporation
Interval Resort & Financial Services, Inc., a Florida corporation
Interval Software Services, LLC, a Florida limited liability company
Key Wester Limited, a Florida corporation
Lagunamar Cancun Mexico, Inc., a Florida corporation
Resort Management Finance Services, Inc., a Florida corporation
S.O.I. Acquisition Corp., a Florida corporation
Scottsdale Residence Club, Inc., a Florida corporation
Sheraton Flex Vacations, LLC, a Florida limited liability company
St. Regis New York Management, Inc., a Florida corporation
St. Regis Residence Club, New York Inc., a Florida corporation
Vacation Title Services, Inc., a Florida corporation
VCH Communications, Inc., a Florida corporation
VCH Consulting, Inc., a Florida corporation
VCH Systems, Inc., a Florida corporation
Vistana Acceptance Corp., a Florida corporation
Vistana Aventuras, Inc., a Florida corporation
Vistana Development, Inc., a Florida corporation
Vistana Management, Inc., a Florida corporation
Vistana Portfolio Services, Inc., a Florida corporation
Vistana PSL, Inc., a Florida corporation
Vistana Residential Management, Inc., a Florida corporation
Vistana Vacation Ownership, Inc., a Florida corporation
Vistana Vacation Realty, Inc., a Florida corporation
Marriott Ownership Resorts, Inc.
ILG, LLC
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VSE Development, Inc., a Florida corporation
VSE East, Inc., a Florida corporation
VSE Mexico Portfolio Services, Inc., a Florida corporation
VSE Pacific, Inc., a Florida corporation
VSE Trademark, Inc., a Florida corporation
VSE Vistana Villages, Inc., a Florida corporation
VSE West, Inc., a Florida corporation
Westin Sheraton Vacation Services, Inc., a Florida corporation
Worldwide Vacation & Travel, Inc., a Florida corporation
Hawaii Guarantors:
Aqua Hotels & Resorts, LLC, a Hawaii limited liability company
Aqua Luana Operator LLC, a Hawaii limited liability company
Aqua-Aston Hospitality, LLC, a Hawaii limited liability company
Diamond Head Management LLC, a Hawaii limited liability company
Hawaii Vacation Title Services, Inc., a Hawaii corporation
Hotel Management Services LLC, a Hawaii limited liability company
Kai Management Services LLC, a Hawaii limited liability company
Maui Condo and Home, LLC, a Hawaii limited liability company
REP Holdings, Ltd., a Hawaii corporation
RQI Holdings, LLC, a Hawaii limited liability company
Vistana Hawaii Management, Inc., a Hawaii corporation
Vistana Vacation Services Hawaii, Inc., a Hawaii corporation
South Carolina Guarantors:
Marriott Resorts Hospitality Corporation, a South Carolina corporation
Vistana MB Management, Inc., a South Carolina corporation
VSE Myrtle Beach, LLC, a South Carolina limited liability company