EXHIBIT 5.1
LATHAM & WATKINS
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200
October 11, 1996
Promus Hotels, Inc.
Promus Hotel Corporation
755 Crossover Lane
Memphis, Tennessee 38117
Re: Shelf Registration of $300,000,000
AGGREGATE PRINCIPAL AMOUNT OF DEBT SECURITIES
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Ladies and Gentlemen:
In connection with the registration of $300,000,000 aggregate
principal amount of Debt Securities (the "Securities") by Promus Hotels, Inc., a
Delaware corporation ("PHI") and the guarantee of the Securities (the
"Guarantee") by Promus Hotel Corporation, a Delaware corporation ("Promus"),
under the Securities Act of 1933, as amended (the "Act"), on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on October 11, 1996
(the "Registration Statement"), and the offering of such Securities from time to
time, as set forth in the prospectus contained in the Registration Statement
(the "Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each a "Prospectus Supplement"), 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 PHI and
Promus in connection with the authorization and issuance of the Securities and
the Guarantee, respectively, and for the purposes of this opinion, have assumed
such proceedings will be timely completed in the manner presently proposed. 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
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Promus Hotel Corporation
October 11, 1996
Page 2
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
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 the General Corporation Law of
the State of Delaware, 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 any state, and in the case of Delaware, any other laws.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Securities have been duly authorized by all necessary
corporate action of PHI, and when the Securities have been established by an
Indenture, and duly executed, authenticated and delivered by or on behalf of PHI
against payment therefor in accordance with the terms of the Indenture and as
contemplated by the Registration Statement and/or applicable Prospectus
Supplement, the Securities will constitute legally valid and binding obligations
of PHI, enforceable against PHI in accordance with their terms.
2. The Guarantee has been duly authorized by all necessary corporate
action of Promus, and when the Guarantee has been duly established by an
Indenture, and duly executed in accordance with the terms of the Indenture and
upon due execution, authentication and delivery of the Securities and upon
payment therefor, will be a legally valid and binding obligation of Promus,
enforceable against Promus in accordance with its terms.
The opinions rendered above relating to the enforceability of the
Securities and the Guarantee are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general
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October 11, 1996
Page 3
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; (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; and (v) we express no opinion concerning
the enforceability of the waiver of rights or defenses contained in Article XI
of the Indenture.
To the extent that the obligations of PHI and Promus 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
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,
LATHAM & WATKINS