EXHIBIT 5.2
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
November 30, 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, HMH Properties, Inc. and
certain other Co-Registrants
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act") (File No. 333-50729)
of Host Marriott Corporation, a Delaware corporation ("Host Marriott"), HMH
Properties, Inc., a Delaware corporation ("HMH Properties") and the other
Co-Registrants (as defined below), as amended through the date hereof pursuant
to that certain post-effective amendment thereto filed on November 30, 1998 with
the Securities and Exchange Commission (as so amended, the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.
You have provided us with the 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 and you have provided us
with a form of prospectus supplement to the Prospectus for a proposed offering
of Series C Senior Notes (the "Series C Prospectus Supplement") which is part of
the Registration Statement (the Series C Prospectus Supplement and each other
prospectus supplement to the Prospectus, a "Prospectus Supplement"). The
Prospectus as supplemented by various Prospectus Supplements will provide for
(A) the issuance and sale by Host Marriott of up to $300,000,000 aggregate
offering price of: (i) debt securities of Host Marriott consisting of
debentures, notes or other evidences of indebtedness (the "Debt
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November 30, 1998
Page 2
Securities"); (ii) shares of common stock of Host Marriott, par value $1.00 per
share (the "Common Stock"); (iii) shares of preferred stock of Host Marriott,
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") and (B) the issuance and sale by HMH Properties of
up to $2,200,000,000 aggregate offering price of debt securities consisting of
senior notes (the "HMH Senior Notes").
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 (A) Host Marriott's payment
obligations under any series of Debt Securities may be guaranteed by certain of
Host Marriott's direct or indirect wholly owned subsidiaries (including HMH
Properties and its direct and indirect subsidiaries) which are co-registrants on
the Registration Statement (each such subsidiary, a "Co-Registrant," and
collectively, the "Co-Registrants"), and (B) that the payment obligation of HMH
Properties under any HMH Senior Notes will be guaranteed by Host Marriott and
may be guaranteed by one or more of the other Co-Registrants (each entity
providing such a 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 of Host Marriott are referred
to herein as the "Host Marriott 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 Host Marriott 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 Host Marriott 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
Host Marriott and a financial institution identified therein as warrant agent
(each, a "Warrant Agent").
On August 5, 1998, HMH Properties issued under the Registration Statement
pursuant to the Prospectus dated June 17, 1998, (i) $1,200,000,000 aggregate
principal amount of HMH Senior Notes due 2008 (the "HMH Series A Senior Notes")
and (ii) $500,000,000 aggregate principal amount of HMH Senior Notes due 2005
(the "HMH Series B Senior Notes" and, together with the HMH Series A Senior
Notes, the "Outstanding HMH Senior Notes"). The Outstanding HMH Senior Notes
were, and any other series of HMH Senior Notes which may be offered by HMH
Properties under the Registration Statement (the "Unissued HMH Senior Notes")
will be, issued pursuant to the indenture dated August 5, 1998 (the "HMH
Indenture")
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November 30, 1998
Page 3
by and among HMH Properties, Host Marriott (as Guarantor) and other
Co-Registrants (as Guarantor or Subsidiary Guarantors) and Marine Midland
Bank, as trustee (the "HMH Indenture Trustee").
For purposes of this opinion, we have assumed that (i) all proceedings
taken and proposed to be taken by Host Marriott in connection with the
authorization and issuance of the Host Marriott Offered Securities, (ii) all
proceedings taken and proposed to be taken by HMH Properties in connection with
the authorization and issuance of the Unissued HMH Senior Notes, and (iii) all
the proceedings taken and proposed to be taken by HMH Properties, Host Marriott
and each other Co-Registrant in connection with the authorization and issuance
of guarantees of Debt Securities or HMH Senior Notes 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 Host
Marriott, HMH Properties and the other 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 Host Marriott, HMH Properties and the other
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.
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, 6, 8 and 9 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 Host Marriott 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 Host Marriott 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
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November 30, 1998
Page 4
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 Host Marriott or result in a
default under or breach of any agreement or instrument binding upon Host
Marriott and (e) assuming that the Debt Securities as executed and delivered
comply with all requirements and restrictions, if any, applicable to Host
Marriott whether imposed by any court or governmental or regulatory body having
jurisdiction over Host Marriott 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 Host Marriott enforceable against
Host Marriott in accordance with the terms of the Debt Securities.
2. (a) When Host Marriott, 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 Host Marriott and such Guarantors against payment therefor in
accordance with the terms and provisions 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) 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 issuance of Common Stock has been duly approved by the
Board of Directors of Host Marriott by a resolution in form and content as
required by applicable law, 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 Host Marriott's 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
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November 30, 1998
Page 5
Certificate does not violate any law applicable to Host Marriott or result in a
default under or breach of any agreement or instrument binding upon Host
Marriott, and (e) assuming that the Common Stock as set forth in the Certificate
complies with all requirements and restrictions, if any, applicable to Host
Marriott, whether imposed by any court or governmental or regulatory body having
jurisdiction over Host Marriott 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), then, 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 Host Marriott 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 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 Host
Marriott or result in a default under or breach of any agreement or instrument
binding upon Host Marriott, 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 Host Marriott, whether imposed by any court or
governmental or regulatory body having jurisdiction over Host Marriott 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), then, 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 Host Marriott 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
LATHAM & WATKINS
November 30, 1998
Page 6
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
Host Marriott or result in a default under or breach of any agreement or
instrument binding upon Host Marriott, and (e) assuming that the Depositary
Shares as executed and delivered comply with all requirements and restrictions,
if any, applicable to Host Marriott, whether imposed by any court or
governmental or regulatory body having jurisdiction over Host Marriott, 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 Host Marriott, enforceable against Host Marriott in accordance
with their terms.
6. (a) When Host Marriott 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 Host Marriott against payment therefor in
accordance with the terms and provisions of the Warrant 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 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 Host Marriott or result in a
default under or breach of any agreement or instrument binding upon Host
Marriott, and (e) assuming that the Warrants as executed and delivered comply
with all requirements and restrictions, if any, applicable to Host Marriott,
whether imposed by any court or governmental or regulatory body having
jurisdiction over Host Marriott, 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 Host Marriott, enforceable against Host Marriott in
accordance with their terms.
7. (a) When the specific terms of Subscription Rights 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 Host
Marriott 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 Rights
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 terms of the Subscription Rights
LATHAM & WATKINS
November 30, 1998
Page 7
as set forth in the Subscription Right Certificate do not violate any law
applicable to Host Marriott or result in a default under or breach of any
agreement or instrument binding upon Host Marriott, and (e) assuming that the
terms of the Subscription Rights as set forth in the Subscription Right
Certificate comply with all requirements and restrictions, if any, applicable to
Host Marriott, whether imposed by any court or governmental or regulatory body
having jurisdiction over Host Marriott and (f) assuming that the Subscription
Rights are then issued as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Subscription Rights
will be validly issued.
8. (a) When the specific terms of Unissued HMH Senior Notes have been
duly established in accordance with the terms of the HMH Indenture, and such
Unissued HMH Senior Notes have been duly authenticated by the HMH Indenture
Trustee and duly executed and delivered on behalf of HMH Properties against
payment therefor in accordance with the terms and provisions of the HMH
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 Unissued HMH
Senior Notes as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (d)
assuming that the Unissued HMH Senior Notes as executed and delivered do not
violate any law applicable to HMH Properties or result in a default under or
breach of any agreement or instrument binding upon HMH Properties and (e)
assuming that the Unissued HMH Senior Notes as executed and delivered comply
with all requirements and restrictions, if any, applicable to HMH Properties
whether imposed by any court or governmental or regulatory body having
jurisdiction over HMH Properties and (f) assuming that the Unissued HMH Senior
Notes are then issued and sold as contemplated in the Registration Statement,
the Prospectus and the related Prospectus Supplement(s), the Unissued HMH Senior
Notes will constitute valid and binding obligations of HMH Properties
enforceable against HMH Properties in accordance with the terms of the Unissued
HMH Senior Notes.
9. (a) When the specific terms of the Guarantees and the related
Unissued HMH Senior Notes have been duly established in accordance with the
terms of the HMH Indenture, the Guarantees have been duly executed and delivered
and the related Unissued HMH Senior Notes have been duly authenticated by the
HMH Indenture Trustee and duly executed and delivered on behalf of HMH
Properties and the Guarantors delivering such Guarantees, against payment
therefor in accordance with the terms and provisions 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) 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
LATHAM & WATKINS
November 30, 1998
Page 8
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.
The opinions set forth in paragraphs 1, 2, 5, 6, 8 and 9 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 contained in
Section 4.4 of the Indenture; and (v) the manner by which the acceleration of
Debt Securities or Unissued HMH Senior Notes may affect the collectibility of
that portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of Host Marriott or any of the
Guarantors under an Indenture may be dependent upon such matters, we assume for
purposes of this opinion that each of Host Marriott and each such Guarantor 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 Host Marriott and the Guarantors and has been duly
executed and delivered by Host Marriott and the Guarantors; that the Trustee
under such 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 Indenture; that the
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
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.
To the extent that the obligations of Host Marriott under a Deposit
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that Host Marriott has been duly incorporated and is validly existing as
a corporation under the laws of the State of
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November 30, 1998
Page 9
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 Host Marriott and has been duly
executed and delivered by Host Marriott; 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 Host Marriott under a Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that Host Marriott 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 Host
Marriott and has been duly executed and delivered by Host Marriott; 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 Host Marriott under Subscription
Rights may be dependent upon such matters, we assume for purposes of this
opinion that Host Marriott 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
Subscription Rights have been duly authorized by all necessary corporate action
by Host Marriott, and that the applicable Subscription Right Certificates have
been duly executed and delivered by Host Marriott.
To the extent that the obligations of HMH Properties or any of the
Guarantor under the HMH Indenture may be dependent upon such matters, we assume
for purposes of this opinion that each of HMH Properties and each such
Guarantor has been duly organized and is validly existing under applicable
state law, and has the organizational power and authority to issue and sell
Unissued HMH Senior Notes or the Guarantees (as applicable); that the HMH
Indenture has
LATHAM & WATKINS
November 30, 1998
Page 10
been duly authorized by all necessary organizational action by HMH Properties
and the Guarantors and has been duly executed and delivered by HMH Properties
and the Guarantors; that the HMH Indenture Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the HMH Indenture Trustee is duly qualified to engage in the
activities contemplated by the HMH Indenture; that the HMH Indenture has been
duly authorized, executed and delivered by the HMH Indenture Trustee and
constitutes a legally valid, binding and enforceable obligation of the HMH
Indenture Trustee, enforceable against the HMH Indenture Trustee in accordance
with its terms; that the HMH Indenture Trustee is in compliance, generally and
with respect to acting as trustee under the HMH Indenture, with all applicable
laws and regulations; and that the HMH Indenture Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the HMH Indenture.
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