Exhibit 5
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
September 10, 1997
CapStar Hotel Company
1010 Wisconsin Avenue
Suite 650
Washington, DC 20007
CapStar Hotel Company
Registration Statement on Form S-3
Registration No. 333-34253
Ladies and Gentlemen:
In connection with the filing by CapStar Hotel Company, a Delaware
corporation, of the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder, we have been requested to furnish our
opinion as to the legality of the securities being registered thereunder. The
Registration Statement relates to the registration under the Act of the
Company's (i) common stock, par value $.01 per share (the "Common Stock"), (ii)
preferred stock, $.01 per share, in one or more series (the "Preferred Stock"),
(iii) debt securities, consisting of
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debentures, notes or other evidences of indebtedness in one or more series
(the "Debt Securities") and (iv) warrants or other rights to purchase Common
Stock, Preferred Stock, Debt Securities or any combination thereof (the
"Warrants" and, together with the Common Stock, Preferred Stock and Debt
Securities, the "Securities"). The Securities are being registered for
offering and sale from time to time pursuant to Rule 415 under the Act. The
aggregate initial public offering price of the Securities will not exceed
$600,000,000 or, if applicable, the equivalent thereof in other currencies.
The Debt Securities are to be issued under one or more indentures (the
"Indentures") between the Company, as issuer, and a trustee. The Warrants are
to be issued pursuant to one or more warrant agreements (each, a "Warrant
Agreement" and collectively, the "Warrant Agreements"), each between the
Company, as issuer, and a warrant agent.
In this regard, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents:
1. the Registration Statement; and
2. the forms of Indenture included as Exhibit 4.1 and 4.2 to the
Registration Statement, pursuant to which the Debt Securities are
to be issued.
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In addition, we have examined (i) such corporate records of the
Company as we have considered appropriate, including copies of the Company's
Certificate of Incorporation and By-laws as in effect on the date hereof; and
(ii) such other certificates, agreements and documents as we deemed relevant and
necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that:
1. The Common Stock, when (i) issued and sold in accordance with the
Registration Statement and applicable Prospectus Supplement and (ii) delivered
to the purchaser or the purchasers thereof upon receipt by the Company of such
lawful consideration therefor as the Company's Board of Directors (the "Board")
(or a duly authorized committee thereof or a duly authorized officer of the
Company) may determine, and assuming that the Company at such time has a
sufficient number of authorized but unissued shares of Common Stock remaining
under its Certificate of Incorporation, will be validly issued, fully paid and
nonassessable.
2. The Preferred Stock, when (i) issued and sold in accordance with
the Registration Statement and applicable Prospectus Supplement and the
provisions of an applicable Certificate of Designation that has been duly
adopted by the Board and duly filed in accordance with Delaware law and (ii)
delivered to the
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purchaser or the purchasers thereof upon receipt by the Company
of such lawful consideration therefor as the Board (or a duly authorized
committee thereof or a duly authorized officer of the Company) may determine,
and assuming that the Company at such time has a sufficient number of authorized
but unissued shares of Preferred Stock remaining under its certificate of
incorporation, will be validly issued, fully paid and nonassessable.
3. The Debt Securities, when (i) duly executed by the Company and
authenticated by the applicable Trustee in accordance with the provisions of the
applicable Indenture and issued and sold in accordance with the terms of the
Registration Statement and applicable Prospectus Supplement and (ii) delivered
to the purchaser or purchasers thereof upon receipt by the Company of such
lawful consideration therefor as the Board (or a duly authorized committee
thereof or a duly authorized officer of the Company) may determine, will be
legal, valid and binding obligations of the Company.
4. The Warrants, (i) when issued and sold in accordance with the
terms of the Registration Statement and applicable Warrant Agreement and (ii)
delivered to the purchaser or purchasers thereof upon receipt by the Company of
such lawful consideration therefor as the Board (or a duly authorized committee
thereof or a duly authorized officer of the Company) may determine, will be
legal, valid and binding obligations of the Company.
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The foregoing opinions are subject to the qualification that the
enforceability of the Debt Securities and the Warrants may be (i) subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and (ii)
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity of
original documents to all documents submitted to us as certified, photostatic,
reproduced or conformed copies, the authenticity of all such latter documents
and the legal capacity of all individuals who have executed any of the
documents. We also have assumed that (i) the definitive terms of each class and
series of the Securities not presently provided for in the Registration
Statement or the Company's Certificate of Incorporation will have been
established in accordance with all applicable provisions of law, the Indentures,
the Company's Certificate of Incorporation and by-laws, and the authorizing
resolutions of the Board, and reflected in appropriate documentation approved by
us and, if applicable, duly executed and delivered by the Company and any other
appropriate party, (ii) the interest rate on the Debt Securities will not be
higher than the maximum lawful rate permitted from time to time under applicable
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law, (iii) any Securities consisting of Common Stock or Preferred Stock, and any
Common Stock or Preferred Stock for or into which any other Securities are
exercisable, exchangeable or convertible, will have been duly authorized and
reserved for issuance, (iv) each Warrant Agreement will have been duly
authorized, executed and delivered by, and will constitute a valid and binding
obligation of, each party thereto, (v) the Registration Statement, and any
amendments thereto, will have become effective, (vi) a Prospectus Supplement
describing each class or series of Securities offered pursuant to the
Registration Statement will have been filed with the Commission, (vii) the
resolutions authorizing the Company to register, offer, sell and issue the
Securities will remain in effect and unchanged at all times during which the
Securities are offered, sold or issued by the Company, (viii) all Securities
will be issued in compliance with applicable federal and state securities laws,
and (ix) the Indentures will have been duly qualified under the Trust Indenture
Act of 1939.
The opinions expressed above are limited to the laws of the State of
New York and the federal laws of the United States. Our opinions are rendered
only with respect to the laws, and the rules, regulations and orders thereunder,
that are currently in effect, and are strictly limited to the matters stated
herein and factual conditions as of the date hereof.
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We hereby consent to use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" contained in the prospectus included in the Registration Statement.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON