Expedia Group, Inc.
November 19, 2019
Page 2
| (4) | Certificate of Existence, dated November 7, 2019, for the Tennessee Guarantor, issued by the Secretary of State of Tennessee (“Certificate of Existence”); |
| (5) | Certificate of the Secretary of the Tennessee Guarantor with respect to the foregoing documents and other factual matters (“Opinion Certificate”); and |
We do not regularly represent the Tennessee Guarantor and we have been retained solely for the purpose of rendering this opinion in connection with the Exchange Note Guarantee of the Tennessee Guarantor.
We have made no independent investigation as to factual matters, except as expressly stated herein. With respect to factual matters, and without independent investigation, we have relied upon and assumed the accuracy and completeness of (i) the Opinion Certificate and (ii) certificates and other documents obtained from public officials.
We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic, or conformed copies, and the authenticity of the originals of such documents. We also have assumed the due authorization, execution and delivery of all documents to be delivered by all parties other than the Tennessee Guarantor, and the validity and binding effect of those documents with respect to any such party.
Based upon the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:
1. The Tennessee Guarantor is a corporation validly existing and in good standing under the laws of the State.
2. The Tennessee Guarantor has the corporate power and authority to execute and deliver the Indenture, to perform its obligations thereunder and to guarantee the Exchange Notes pursuant to the Exchange Note Guarantee of the Tennessee Guarantor.
3. The Tennessee Guarantor’s guarantee of the Exchange Notes pursuant to the Exchange Note Guarantee of the Tennessee Guarantor has been duly authorized by the Tennessee Guarantor and the Indenture has been duly authorized, executed and delivered by the Tennessee Guarantor.