Exhibit 5.1
[LOGO OF MARRIOTT]
Marriott International, Inc. Marriott Drive
Corporate Headquarters Washington, D.C. 20058
- --------------------------------------------------------------------------------
Joseph Ryan
Executive Vice President and
General Counsel
301/380-7553
301/380-6727 Fax
Internet:
joe.ryan@marriott.com
July 31, 2001
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), in connection with (1) the issuance and sale by the
Company of $470,000,000 aggregate principal amount at maturity of Liquid Yield
Option(TM) Notes due 2021 (the "LYONs") in May, 2000 in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), the shares of the Company's $1.00 par value common stock issuable upon
conversion of the LYONs (the "Shares"), and preferred stock purchase rights
attached to the Shares (the "Rights"), each as described in a Registration
Statement on Form S-3 (the "Registration Statement") with respect to the offer
and sale by the several holders of the LYONs (the "Selling Holders") to be filed
with the Securities and Exchange Commission under the Act; and (2) the filing of
the Registration Statement.
As the basis for the opinions expressed below, we have examined, among other
things, such federal and state laws and such documents, certificates, telegrams,
and corporate and other records, and made such inquiries as to questions of fact
of officers of the Company, as we have deemed necessary or appropriate for the
purposes of giving the opinions expressed below.
The opinions set forth herein are subject to the following assumptions and
qualifications:
(a) at the time any of the LYONs are offered or sold, (1) the Registration
Statement will be effective or the LYONs will be sold in a transaction
exempt from the requirements of the Act, and (2) all applicable "Blue
Sky" and state securities laws will have been complied with;
(b) the Indenture between the Company and The Bank of New York, as Trustee,
dated as of May 8, 2001, as now or hereafter supplemented, under which
the LYONs were issued (the "Indenture"), shall have been qualified
under the Trust Indenture Act of 1939, as amended; and
(c) The LYONs shall have been duly executed, authenticated, and delivered
against payment therefor.
Marriott International, Inc.
Page 2
Based on and subject to the foregoing, it is our opinion that:
(1) the LYONs are legally issued, fully paid, non-assessable, legal, valid
and binding obligations of the Company;
(2) the Shares, when issued in accordance with the terms of the Indenture,
will be legally issued, fully paid and non-assessable; and
(3) the Rights, when issued in accordance with the terms of the Amended and
Restated Rights Agreement, dated as of August 9, 1999 between the
Company and The Bank of New York, as Rights Agent, will be legally
issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the name of the undersigned in
the Prospectus being a part of the Registration Statement.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT
By: /s/ Joseph Ryan
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Joseph Ryan
Executive Vice President and
General Counsel