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Exhibit 5.2
May 19, 1999
Sunstone Hotel Investors, Inc.
115 Calle de Industrias
Suite 201
San Clemente, California 92672
RE: SUNSTONE HOTEL INVESTORS, INC., A MARYLAND CORPORATION (THE
"COMPANY") ISSUANCE OF UP TO FOUR HUNDRED FORTY-SEVEN THOUSAND
(447,000) WARRANTS (THE "WARRANTS") TO PURCHASE COMMON STOCK OF
THE COMPANY, PAR VALUE $.01 PER SHARE ("COMMON STOCK"), AND UP
TO FOUR HUNDRED FORTY-SEVEN THOUSAND HUNDRED (447,000) SHARES
(THE "WARRANT SHARES") OF COMMON STOCK ISSUABLE UPON THE
EXERCISE OF THE WARRANTS, PURSUANT TO REGISTRATION STATEMENT ON
FORM S-3
Ladies and Gentlemen:
In connection with the registration of the Warrants and the Warrant
Shares under the Securities Act of 1933, as amended (the "Act"), by the Company
on the Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on or about September 30, 1998, as amended (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares, and for purposes of this opinion
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have relied upon certificates and advice from the
officers of the Company upon which we believe we are justified in relying and on
various certificates from, and documents recorded with, the State Department of
Assessments and Taxation of Maryland (the "SDAT"), including the charter of the
Company (the "Charter"), consisting of Amended Articles of Incorporation filed
with the SDAT on September 23, 1999, Articles of Amendment filed with the SDAT
on November 9, 1999, June 19, 1998, August 14, 1995, May 2, 1997 and April 22,
1998 and Articles Supplementary filed with the SDAT on October 14, 1997. We have
also examined the Bylaws of the Company, as amended through the date hereof (the
"Bylaws") and Resolutions of the Board of Directors of the Company and
committees thereof adopted on or before the date hereof and in full force and
effect on the date hereof; and such laws, records, documents, certificates,
opinions and instruments as we deem necessary to render this opinion.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument, document
or certificate referred to herein on behalf of any party is duly authorized to
do so. We have also assumed that none of the Warrants or the Warrant Shares will
be issued or transferred in violation of the restrictions on ownership and
transfer of stock contained in Section 2 of Article V of the Charter of the
Company entitled REIT - Related Restrictions and Limitations on the Equity
Shares of the Corporation.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. The Warrants have been duly authorized by all necessary
corporate action on the part of the Company, and when issued in accordance with
the terms and conditions described in the Registration Statement, in
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exchange for payment of the consideration therefore, as set by the Board of
Directors, will be validly issued warrants to purchase Warrant Shares.
2. The Warrant Shares have been duly authorized for issuance by all
necessary corporate action on the part of the Company, and when issued and
delivered upon exercise of validly issued Warrants in exchange for payment of
the consideration therefore as set forth in such Warrants, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Warrants and the Warrant Shares. We also
consent to the identification of our firm as Maryland counsel to the Company in
the section of the Prospectus (which is part of the Registration Statement)
entitled "Legal Matters."
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
` Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
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