BOSTON Latham & Watkins NEW YORK
BRUSSELS ATTORNEYS AT LAW NORTHERN VIRGINIA
CHICAGO www.lw.com ORANGE COUNTY
FRANKFURT PARIS
HAMBURG _______________ SAN DIEGO
HONG KONG SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.
May 15, 2002
Host Marriott, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817
Re: 9 1/2% Series I Senior Notes due 2007 of Host Marriott, L.P.
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the issuance of $450,000,000 aggregate principal amount
of 9 1/2% Series I Senior Notes due 2007 (the "Series I senior notes") by Host
Marriott, L.P., a Delaware limited partnership (the "Company"), and guarantees
thereof ("Guarantees" and together with the Series I senior notes, the
"Securities") by certain subsidiaries of the Company (the "Subsidiary
Guarantors") to be registered under the Securities Act of 1933, as amended, on a
registration statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on January 10, 2002 (the "Registration Statement")
relating to the offer by the Company to exchange its outstanding 9 1/2% Series H
Senior Notes due 2007 for Series I senior notes, you have requested our opinion
with respect to the matters set forth below.
In our capacity as counsel of Host Marriott Corporation, the general
partner of the Company, in connection with such registration, we are familiar
with the proceedings taken and proposed to be taken by the Company and the
Subsidiary Guarantors in connection with the authorization, issuance and sale of
the Securities, 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 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 genuiness 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 Revised Uniform Limited Partnership Act of the State of Delaware and the
Limited Liability Company Act of the State of Delaware, we express no opinion
with respect to the
- --------------------------------------------------------------------------------
11400 Commerce Park Drive, Suite 200 - Reston, Virginia 20191
TELEPHONE: (703) 390-0900 - FAX: (703) 390-0901
Host Marriott, L.P.
May 15, 2002
Page 2
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Capitalized terms used herein without definition have the meanings ascribed
to them in the Registration Statements.
Subject to the foregoing and other matters set forth herein, it is our
opinion that as of the date hereof:
(1) The Series I senior notes have been duly authorized by all necessary
action of the Company, and when executed, authenticated and delivered
by or on behalf of the Company against exchange therefor in accordance
with the terms of the Indenture, will constitute legally valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
(2) Each of the Guarantees has been duly authorized by all necessary
action of the respective Subsidiary Guarantor, and when the Series I
senior notes are executed, authenticated and delivered by or on behalf
of the Company in accordance with the terms of the Indenture, will
constitute legally valid and binding obligation of the respective
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms.
The opinions rendered above relating to the enforceability of the
Securities are subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws and, with respect to the Guarantees, 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
principles of equity, whether enforcement is considered in a proceeding in
equity of law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in the Indenture.
In rendering the opinions above in paragraph (2), to the extent any
Subsidiary Guarantor is organized under the laws of a jurisdiction other than
Delaware, we have assumed with your permission that each of them is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and that the Indenture has been duly authorized,
executed and delivered by such Subsidiary Guarantor in accordance with the laws
of such jurisdiction.
To the extent that the obligations of the Company and/or the Subsidiary
Guarantors 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 legally valid, binding and enforceable
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.
Host Marriott, L.P.
May 15, 2002
Page 3
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to us contained under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins