EXHIBIT 5(b)
LATHAM & WATKINS
885 Third Avenue
Suite 1000
New York, New York 10022-4802
(212) 906-1200
January 19, 1996
La Quinta Inns, Inc.
112 E. Pecan Street
San Antonio, Texas 78299-2636
Re: SHELF REGISTRATION OF $250,000,000
AGGREGATE PRINCIPAL AMOUNT OF DEBT
SECURITIES
Ladies and Gentlemen:
In connection with the registration of $250,000,000
aggregate principal amount of Debt Securities (the "Securities")
by La Quinta Inns, Inc., a Texas corporation (the "Company"),
under the Securities Act of 1933, as amended (the "Act"), on
Form S-3 filed with the Securities and Exchange Commission
(the "Commission") on January 19, 1996 (the "Registration
Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the
authorization and issuance of the Securities, and for the
purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. We have also
assumed for purposes of this opinion that each of the Securities
and the Indenture has been duly authorized by all necessary
corporate action by the Company. In addition, we have made such
legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate
records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.
La Quinta Inns, Inc.
January 19, 1996
Page 2
In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents
of all documents submitted to us as copies.
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York,
and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of
any other local agencies within the State of New York.
Capitalized terms used herein without definition have
the meanings ascribed to them in the Registration Statement.
Based on the foregoing, and subject to the proposed
additional proceedings being taken as now contemplated prior to
the issuance of a particular series of Securities and the terms
of the particular series of Securities being otherwise in
compliance with then applicable law, it is our opinion that as of
the date hereof the Securities, when executed, authenticated and
delivered by or on behalf of the Company against payment
therefor inaccordance with the terms of the Indenture, will
constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
The opinion rendered in the preceding paragraph
relating to the enforceability of the Securities is subject to
the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is
considered in a proceeding in equity or law, and the discretion
of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law
or court decisions of provisions providing for the indemnification
of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public
policy; and (iv) the manner by which the acceleration of the
Securities may affect the collectibility of that portion of the
stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of the Company under
the Indenture may be dependent upon such matters, we assume for
purposes of this opinion that the Trustee is duly organized,
validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by
the Trustee and constitutes the legal, valid and binding
obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and
authority to perform its
La Quinta Inns, Inc.
January 19, 1996
Page 3
obligations under the Indenture.
We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to our firm
contained under the heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins