Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
June 15, 1998
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817-1109
Re: $2,500,000,000 Aggregate Offering Price of
Securities of Host Marriott Corporation
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 of Host
Marriott Corporation and the Co-Registrants (as defined below), as amended
through the date hereof, (the "Registration Statement") filed on April 22, 1998
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), you have requested
our opinion with respect to the matters set forth below.
You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will
be supplemented in the future by one or more supplements (each a "Prospectus
Supplement"). The Prospectus as supplemented by various Prospectus Supplements
will provide for the issuance and sale by Host Marriott Corporation, a Delaware
corporation (the "Company"), of up to $2,500,000,000 aggregate offering price
of: (i) debt securities of the Company consisting of debentures, notes or other
evidences of indebtedness (the "Debt Securities"); (ii) shares of common stock
of the Company, par value $1.00 per share (the "Common Stock"); (iii) shares of
preferred stock of the Company, without par value (the "Preferred Stock"); (iv)
shares of Preferred Stock represented by depositary shares (the "Depositary
Shares"); (v) warrants to purchase Debt Securities, Common Stock, Preferred
Stock or Depositary Shares (the "Warrants"); and (vi) subscription rights
evidencing the right to purchase Debt Securities, Common Stock, Preferred Stock,
Depositary Shares or Warrants (the "Subscription Rights"). In addition, Debt
Securities may be issued, directly or through agents, dealers or underwriters
designated from time to time, by one or more
June 15, 1998
Page 2
of the Company's direct or indirect wholly owned subsidiaries which are co-
registrants on the Registration Statement (each such subsidiary, a "Co-
Registrant," and collectively, the "Co-Registrants"). The Registration Statement
provides that Debt Securities may be convertible into shares of Common Stock,
Preferred Stock or Depositary Shares, and that shares of Preferred Stock may be
convertible into shares of Common Stock or Debt Securities. The Registration
Statement provides that the Company's payment obligations under any series of
Debt Securities may be guaranteed by certain of the Co-Registrants and the
Registration Statement provides that the payment obligation of any Co-Registrant
issuing any series of Debt Securities will be guaranteed by the Company and may
be guaranteed by one or more of the Co-Registrants (each entity providing such
guarantee, a "Guarantor" and collectively, the "Guarantors"). The Debt
Securities, the Common Stock, the Preferred Stock, the Depositary Shares, the
Warrants and the Subscription Rights are referred to herein as the "Offered
Securities".
The Debt Securities will be issued pursuant to one or more indentures
in the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture") between the Company or any
one of the Co-Registrants, as the case may be, as obligor, and a trustee chosen
by the Company and qualified to act as such under the Trust Indenture Act of
1939, as amended (each, a "Trustee"). The Depositary Shares will be issued
under one or more deposit agreements (each, a "Deposit Agreement"), by and among
the Company and a financial institution identified therein as the depositary
(each, a "Depositary"). The Warrants will be issued under one or more warrant
agreements (each, a "Warrant Agreement"), by and among the Company and a
financial institution identified therein as warrant agent (each, a "Warrant
Agent").
For purposes of this opinion, we have assumed that all proceedings
taken and proposed to be taken by the Company in connection with the
authorization and issuance of the Offered Securities and all the proceedings
taken and proposed to be taken by such Co-Registrant in connection with the
authorization and issuance of Debt Securities will be timely and properly
completed, in accordance with all requirements of applicable Delaware and New
York laws, in the manner presently proposed.
We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such documents, corporate records and
instruments of the Company and the Co-Registrants as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the genuineness 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 have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company and the Co-Registrants with
respect to certain factual matters. In addition, we have obtained and relied
upon such certificates and assurances from public officials as we have deemed
necessary.
June 15, 1998
Page 3
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware and, with respect to the
opinions set forth in paragraphs 1, 2, 5 and 6 below, the internal laws of the
State of New York, and we express no opinion with respect to the 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.
Subject to the foregoing and the other qualifications set forth
herein, it is our opinion that, as of the date hereof:
1. (a) When the Company or any one of the Co-Registrants, as the case
may be, and the Trustee duly execute and deliver an Indenture and the specific
terms of a particular Debt Security have been duly established in accordance
with the terms of such Indenture, and such Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company or such Co-Registrant against payment therefor in accordance with the
terms and provisions of the Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b) when
the Registration Statement and any required post-effective amendments thereto
have all become effective under the Securities Act, and (c) assuming that the
terms of the Debt Securities as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Debt Securities as executed and delivered do not
violate any law applicable to the Company or any such Co-Registrant or result in
a default under or breach of any agreement or instrument binding upon the
Company or such Co-Registrant and (e) assuming that the Debt Securities as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company or such Co-Registrant whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company or such Co-
Registrant and (f) assuming that the Debt Securities are then issued and sold
as contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), the Debt Securities will constitute valid and binding
obligations of the Company or such Co-Registrant enforceable against the Company
or such Co-Registrant in accordance with the terms of the Debt Securities.
2. (a) When the Company, or any one of the Co-Registrants, as the
case may be, the Guarantors delivering Guarantees of Debt Securities and the
Trustee duly execute and deliver an Indenture and the specific terms of the
Guarantees and the related Debt Securities have been duly established in
accordance with the terms of the applicable Indenture, the Guarantees have been
duly executed and delivered and the related Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company or such Co-Registrant against payment therefor in accordance with the
terms and provision of the applicable Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (b) when the Registration Statement and any required post-effective
amendment thereto have all become effective under the Securities Act, and (c)
June 15, 1998
Page 4
assuming that the terms of the Guarantees as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the Guarantees as executed and
delivered do not violate any law applicable to any Guarantor delivering a
Guarantee or result in a default under or breach of any agreement or instrument
binding upon any such Guarantor, and (e) assuming that the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to any Guarantor delivering a Guarantee, whether imposed by any court
or governmental or regulatory body having jurisdiction over each such Guarantor,
and (f) assuming that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and binding obligations of each Guarantor
delivering a Guarantee, enforceable against each such Guarantor in accordance
with the terms of the Guarantees.
3. (a) When the Common Stock has been duly adopted by the Board of
Directors of the Company by a resolution in form and content as required by
applicable law and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (b) when the Registration
Statement and any required post-effective amendments thereto have all become
effective under the Securities Act, and (c) assuming that the terms of the
Common Stock as set forth in the Restated Certificate of Incorporation (the
"Certificate") are as described in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (d) assuming that the Common Stock
as set forth in the Certificate does not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company, and (e) assuming that the Common Stock as set forth in
the Certificate complies with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (f) assuming that the
Common Stock as set forth in the Certificate is then issued as contemplated in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (g) upon issuance and delivery of and payment for such Common
Stock in the manner contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), such shares of Common Stock will be
validly issued, fully paid and nonassessable. For purposes of this opinion, we
have assumed that the total number of shares of Common Stock previously issued
or reserved, in addition to the shares of Common Stock to be issued and
delivered pursuant to such resolution and Prospectus Supplement, does not exceed
the number of shares of Common Stock authorized to be issued under the
Certificate.
4. (a) When a series of Preferred Stock has been duly established in
accordance with the terms of the Certificate and applicable law and duly adopted
by the Board of Directors of the Company by a resolution in form and content as
required by applicable law and as contemplated by the Registration Statement,
the Prospectus and the related Prospectus Supplement(s), and (b) when the
Registration Statement and any required post-effective amendments thereto have
all become effective under the Securities Act, and (c) assuming that the
June 15, 1998
Page 5
terms of any series of Preferred Stock as set forth in the Certificate are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the series of Preferred Stock as
set forth in the Certificate does not violate any law applicable to the Company
or result in a default under or breach of any agreement or instrument binding
upon the Company, and (e) assuming that any series of Preferred Stock as set
forth in the Certificate complies with all requirements and restrictions, if
any, applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (f) assuming that any
series of Preferred Stock as set forth in the Certificate is then issued as
contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (g) upon issuance and delivery of and payment for
such shares in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, such
shares of such series of Preferred Stock will be validly issued, fully paid and
nonassessable. For purposes of this opinion, we have assumed that the total
number of shares of Preferred Stock previously issued or reserved, in addition
to the shares of Preferred Stock to be issued and delivered pursuant to such
resolution and Prospectus Supplement, does not exceed the number of shares of
Preferred Stock authorized to be issued under the Certificate.
5. (a) When the Company and the Depositary duly execute and deliver a
Deposit Agreement and the specific terms of a particular issuance of Depositary
Shares have been duly established in accordance with the terms of a Deposit
Agreement and have been duly executed and delivered by the Depositary and
delivered to and paid for by the purchasers thereof in accordance with the terms
and provisions of the Deposit Agreement, and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b) when
the Registration Statement and any required post-effective amendments thereto
have all become effective under the Securities Act, and (c) assuming that the
terms of the Depositary Shares as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Depositary Shares as executed and delivered do not
violate any law applicable to the Company or result in a default under or breach
of any agreement or instrument binding upon the Company, and (e) assuming that
the Depositary Shares as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (f)
assuming that the Depositary Shares are then issued and sold as contemplated in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Depositary Shares will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
6. (a) When the Company and the Warrant Agent duly execute and
deliver a Warrant Agreement and the specific terms of a particular Warrant have
been duly established in accordance with the terms of such Warrant Agreement,
and such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement
June 15, 1998
Page 6
and as contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (b) when the Registration Statement and
any required post-effective amendments thereto have all become effective under
the Securities Act, and (c) assuming that the terms of the Warrants as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), and (d) assuming that the Warrants as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (e) assuming that the Warrants as executed and delivered comply
with all requirements and restrictions, if any, applicable to the Company,
whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, and (f) assuming that the Warrants are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Warrants will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
7. (a) When specific terms of a Subscription Right have been duly
established and a certificate bearing such terms (the "Subscription Right
Certificate") has been duly executed and delivered by or on behalf of the
Company as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (b) when the Registration Statement and
any required post-effective amendments thereto have all become effective under
the Securities Act, and (c) assuming that the terms of the Subscription Right as
set forth in the Subscription Right Certificate are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Subscription Right as set forth in the Subscription
Right Certificate does not violate any law applicable to the Company or result
in a default under or breach of any agreement or instrument binding upon the
Company, and (e) assuming that the Subscription Right as set forth in the
Subscription Right Certificate complies with all requirements and restrictions,
if any, applicable to the Company, whether imposed by any court or governmental
or regulatory body having jurisdiction over the Company and (f) assuming that
the Subscription Right as set forth in the Subscription Right Certificate is
then issued as contemplated in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), the Subscription Rights will be validly
issued.
The opinions set forth in paragraphs 1, 2, 5 and 6 above are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium 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 or at law,
and the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of, or
contribution to, a party with respect to a liability where such indemnification
or contribution is contrary to public policy; (iv) we express no opinion
concerning the enforceability of any waiver of rights or defenses with respect
to stay, extension or usury laws; and (v) we express no opinion with respect to
whether acceleration of Debt
June 15, 1998
Page 7
Securities may affect the collectibility of any portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.
To the extent that the obligations of the Company or any Co-
Registrant, as the case may be, and the Guarantors under an Indenture may be
dependent upon such matters, we assume for purposes of this opinion that each of
the Company or such Co-Registrant and the Guarantors has been duly organized and
is validly existing under applicable state law, and has the organizational power
and authority to issue and sell Debt Securities; that the applicable Indenture
has been duly authorized by all necessary organizational action by the Company
or such Co-Registrant and the Guarantors, has been duly executed and delivered
by the Company or such Co-Registrant and the Guarantors and constitutes the
legally valid, binding and enforceable obligation of each of the Company or such
Co-Registrant and the Guarantors enforceable against each of the Company or such
Co-Registrant and the Guarantors in accordance with its terms; that the Trustee
for each Indenture 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 applicable Indenture;
that the applicable Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes a 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 Trustee under the applicable 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 applicable Indenture.
To the extent that the obligations of the Company under a Deposit
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware and has the corporate power
and authority to issue and sell the Depositary Shares; that the applicable
Deposit Agreement has been duly authorized by all necessary corporate action by
the Company, has been duly executed and delivered by the Company and constitutes
the legally valid, binding and enforceable obligation of the Company enforceable
against the Company in accordance with its terms; that the Depositary is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Depositary is duly qualified to engage in
the activities contemplated by the Deposit Agreement; that the Deposit Agreement
has been duly authorized, executed and delivered by the Depositary and
constitutes the legally valid, binding and enforceable obligation of the
Depositary, enforceable against the Depositary in accordance with its terms;
that the Depositary is in compliance, generally and with respect to acting as a
Depositary under the Deposit Agreement, with all applicable laws and
regulations; and that the Depositary has the requisite organizational and legal
power and authority to perform its obligations under the Deposit Agreement.
To the extent that the obligations of the Company under a Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Company
June 15, 1998
Page 8
has been duly incorporated and is validly existing as a corporation under the
laws of the State of Delaware and has the corporate power and authority to issue
and sell the Warrants; that the applicable Warrant Agreement has been duly
authorized by all necessary corporate action by the Company, has been duly
executed and delivered by the Company and constitutes the legally valid, binding
and enforceable obligation of the Company enforceable against the Company in
accordance with its terms; that the Warrant Agent is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Warrant Agent is duly qualified to engage in the
activities contemplated by the Warrant Agreement; that the Warrant Agreement has
been duly authorized, executed and delivered by the Warrant Agent and
constitutes the legally valid, binding and enforceable obligation of the Warrant
Agent, enforceable against the Warrant Agent in accordance with its terms; that
the Warrant Agent is in compliance, generally and with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite organizational and
legal power and authority to perform its obligations under the Warrant
Agreement.
To the extent that the obligations of the Company under a Subscription
Right may be dependent upon such matters, we assume for purposes of this opinion
that the Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware and has the corporate power
and authority to issue and sell the Subscription Rights; that the applicable
Subscription Right has been duly authorized by all necessary corporate action by
the Company, and that the applicable Subscription Right Certificates have been
duly executed and delivered by the Company and constitute the legally valid,
binding and enforceable obligations of the Company enforceable against the
Company in accordance with their terms.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.
Very truly yours,
/s/ Latham and Watkins