Exhibit 8.1
[SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD APPEARS HERE]
July 30, 2001
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Re: Marriott International, Inc.
Liquid Yield Option Notes due 2021/1/
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Ladies and Gentlemen:
We have acted as special tax counsel for Marriott International, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, of the Registration Statement on Form S-3 filed with the Commission on
July 31, 2001 (the "Registration Statement"), of which the prospectus forms a
part (the "Prospectus"). The Registration Statement relates to the Liquid Yield
Option Notes due 2021 (the "LYONs") in an aggregate principal amount of
$470,000,000 offered by the Company. The LYONs are described in the Prospectus.
The LYONs were issued under an Indenture, dated as of May 8, 2001
(the"Indenture"), between the Company and The Bank of New York, as trustee.
In preparing this opinion, we have examined and relied on such documents as
we have deemed appropriate, including, inter alia, the Prospectus, the
Indenture, and the originals or copies, certified or otherwise identified to our
satisfaction, of all such corporate records of the Company and such other
instruments, certificates and other documents of public officials and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
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/1/ "Liquid Yield Option Notes" and "LYONs" are trademarks of Merrill Lynch &
Co., Inc.
Based upon the foregoing, the Company's representation that, as of the
issue date of the LYONs, the likelihood of a contingent interest payment being
made on the LYONs during the term of the LYONs is not remote, the Company's
representation that, as of the issue date of the LYONs, the likelihood of a
contingent interest payment not being made on the LYONs during the term of the
LYONs is not remote, and certain estimates made by the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated regarding the present value of
contingent payments, we are of the opinion that:
1. the LYONs will be classified as indebtedness of the Company for
United States federal income tax purposes;
2. the LYONs will be subject to the rules applicable to contingent
payment debt instruments that are contained in Treasury Regulations
section 1.1275-4(b); and
3. the term comparable yield means the annual yield the Company would
pay, as of the initial issue date, on a fixed-rate nonconvertible
debt security with no contingent payments, but with terms and
conditions otherwise comparable to those of the LYONs.
We are also of the opinion that the statements contained in the Prospectus
under the captions "Summary - The Offering - Tax Original Issue Discount" and
"Certain United States Federal Income Tax Considerations," to the extent they
constitute matters of law or legal conclusions with respect thereto, accurately
describe the treatment of the LYONs under federal income tax laws, regulations
and rulings now in effect.
We express no opinions other than those expressed herein. We hereby consent
to the use of this letter as an exhibit to the Registration Statement and to the
use of our name under the heading "Legal Matters" in the Prospectus.
Very truly yours,
Sidley Austin Brown & Wood LLP
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