[LETTERHEAD OF HOST MARRIOTT APPEARS HERE]
May 7, 1996
HMC Acquisition Properties, Inc.
10400 Fernwood Road
Bethesda, Md 20817
Re: Offer to Exchange $350,000,000 Aggregate
Principal Amount of 9 % Senior Notes due 2007,
Series B for All Outstanding 9% Senior Notes
due 2007, Series A of HMC Acquisition Properties, Inc.
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Ladies and Gentlemen:
In connection with the registration of $350,000,000 aggregate principal
amount of 9% Senior Notes due 2007, Series B (the "Series B Notes") by HMC
Acquisition Properties, Inc., a Delaware corporation (the "Company"), and the
guarantees of the Series B Notes (the "Guarantees") by all of the Company's
wholly owned subsidiaries and certain of its future subsidiaries (the
"Guarantors") under the Securities Act of 1933, as amended (the "Act"), on Form
S-4 filed with the Securities Exchange Commission (the "Commission") on January
30, 1996 (File No. 333-00768), as amended (collectively, the "Registration
Statement"), you have requested my opinion with respect to the matters set forth
below.
In my capacity as Deputy General Counsel of Host Marriott Corporation and
as acting counsel to the Company and each of the Guarantors in connection with
such registration, I am familiar with the proceedings taken and proposed to be
taken by the Company in connection with authorization and issuance of the Series
B Notes. In connection with this opinion, I have made such legal and factual
examinations and inquires, including an examination of originals or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion. In my examination, I have assumed the genuineness of
all signatures, the competency of all natural persons, the authenticity of all
documents submitted to me as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the current
completeness and accuracy of statements of fact contained in the documents and
certificates I have examined. As to questions of fact not independently
verified by me, I have relied, to the extent I have deemed appropriate, upon
certificates of officers, public officials and other appropriate persons.
HMC Acquisition Properties, Inc.
May 7, 1996
Page 2
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 my
opinion that upon issuance thereof in the manner described in the Registration
Statement, the Series B Notes will be legally valid and binding obligations of
the Company, except as may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors, the effect of
general principles of equity, whether enforcement is considered in a proceeding
in equity or at law, and the discretion of the court before which any proceeding
therefore may be brought and the unenforceability under certain circumstances
under law or court decisions or provisions providing for the indemnification of
or contribution to a party with respect to liability where such indemnification
or contribution is contrary to public policy.
This opinion letter is given as of the date hereof. We assume no
obligation to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention.
This opinion may be relied upon by you and is not intended to be relied
upon by any other individual or entity without my prior written consent.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to me under the heading "Legal Matters."
Yours truly,
HOST MARRIOTT CORPORATION
LAW DEPARTMENT
/s/ CHRISTOPHER G. TOWNSEND
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Christopher G. Townsend,
Senior Vice President and
Deputy General Counsel