Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, New York 10019-6064
DRAFT May 7, 2002
MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
1010 Wisconsin Avenue, N.W.
Washington D.C. 20007
Registration Statement on Form S-3
Registration No.333-85162
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on
Form S-3 (the "Registration Statement") filed by MeriStar Hospitality
Corporation ("MeriStar"), MeriStar Hospitality Operating Partnership, L.P.
("MeriStar Partnership"), MeriStar Hospitality Finance Corp. III (the
"Co-Issuer") and certain subsidiaries of MeriStar (collectively, the "Subsidiary
Guarantors") with the Securities and Exchange Commission under the Securities
Act of 1933 (the "Act"), and the rules and regulations under the Act, we have
been requested to render our opinion as to the legality of certain of the
securities being registered. The Registration Statement relates to the
registration under the Act of (i) senior debt securities (the "MeriStar Senior
Debt Securities") and subordinated debt securities of MeriStar (the "MeriStar
Subordinated Debt Securities" and, together with the MeriStar Senior Debt
Securities, the "MeriStar Debt Securities"), consisting of notes, debentures
and/or other evidences of indebtedness denominated in United States dollars or
any other currency, which will be co-issued by MeriStar Partnership (including
MeriStar Debt Securities issued upon exercise, exchange or redemption of
securities providing for such issuance), (ii) shares of Preferred Stock
(including shares issued upon exercise, conversion, exchange or redemption of,
or payment of distributions or dividends on, securities providing for such
issuance) of MeriStar, par value $.01 per share (the "Preferred Stock"), (iii)
shares of Common Stock (including shares issued upon exercise, conversion,
exchange or redemption of, or payment of distributions or dividends on,
securities providing for such issuance) of MeriStar, par value $.01 per share
(the "Common Stock"), (iv) MeriStar's warrants to
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MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
purchase Common Stock, Preferred Stock or MeriStar Debt Securities (the
"Warrants"), (v) depositary shares representing fractional interests in shares
of Preferred Stock (the "Depositary Shares"), (vi) senior debt securities (the
"MeriStar Partnership Senior Debt Securities") and subordinated debt securities
of MeriStar Partnership, which may be co-issued by the Co-Issuer (the "MeriStar
Partnership Subordinated Debt Securities" and, together with the MeriStar
Partnership Senior Debt Securities, the "MeriStar Partnership Debt Securities"),
consisting of notes, debentures and/or other evidences of indebtedness
denominated in United States dollars or any other currency (including MeriStar
Partnership Debt Securities issued upon exercise, exchange or redemption of
securities providing for such issuance), (vii) guarantees of the MeriStar Debt
Securities issued by MeriStar Partnership, the Co-Issuer and/or one or more of
the Subsidiary Guarantors (collectively, the "MeriStar Debt Guarantees") and
(viii) guarantees of the MeriStar Partnership Debt Securities issued by MeriStar
and/or one or more of the Subsidiary Guarantors (collectively the "MeriStar
Partnership Debt Guarantees" and, together with the MeriStar Debt Guarantees,
the "Guarantees"). The MeriStar Debt Securities, the Preferred Stock, the Common
Stock, the Warrants, the Depositary Shares and the MeriStar Partnership Debt
Securities (collectively, the "Securities") and the Guarantees are being
registered for offering and sale from time to time as provided by Rule 415 under
the Act. The aggregate public offering price of the Securities will not exceed
$500,000,000 (or its equivalent (based on the applicable exchange rate at the
time of sale) if MeriStar Debt Securities, shares of Preferred Stock, Warrants
or MeriStar Partnership Debt Securities are issued with principal amounts or
liquidation values denominated in one or more foreign currencies or currency
units as shall be designated by MeriStar or MeriStar Partnership, as the case
may be).
The MeriStar Senior Debt Securities and the related MeriStar Debt
Guarantees are to be issued under an indenture, to be entered into among
MeriStar, the Subsidiary Guarantors party to it and U.S. Bank Trust National
Association, as trustee, or such other trustee as may be appointed (the
"MeriStar Senior Debt Indenture"). The MeriStar Subordinated Debt Securities and
the related MeriStar Debt Guarantees are to be issued under an indenture to be
entered into between MeriStar, the Subsidiary Guarantors party to it and U.S.
Bank Trust National Association, as trustee, or such other trustee as may be
appointed (the "MeriStar Subordinated Debt Indenture" and, together with the
MeriStar Senior Debt Indenture, the "MeriStar Indentures"). The Warrants are to
be issued under one or more warrant agreements between MeriStar, as issuer, and
a warrant agent (each, a "Warrant Agreement"). The Depositary Shares are to be
issued under a deposit agreement (each, a "Deposit Agreement") among MeriStar,
as issuer, a depositary and the owners and holders from time to time of receipts
(the "Depositary Receipts") issued thereunder evidencing the Depositary Shares.
The MeriStar Partnership Senior Debt Securities and the related MeriStar
Partnership Debt Guarantees are to be issued under an indenture, to be entered
into among MeriStar Partnership, the
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MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
Co-Issuer, MeriStar, the Subsidiary Guarantors party to it and U.S. Bank Trust
National Association, as trustee, or such other trustee as may be appointed (the
"MeriStar Partnership Senior Debt Indenture"). The MeriStar Partnership
Subordinated Debt Securities and the related MeriStar Partnership Debt
Guarantees are to be issued under an indenture to be entered into between
MeriStar Partnership, the Co-Issuer, MeriStar, the Subsidiary Guarantors party
to it and U.S. Bank Trust National Association, as trustee, or such other
trustee as may be appointed (the "MeriStar Partnership Subordinated Debt
Indenture" and, together with the MeriStar Partnership Senior Debt Indenture,
the "MeriStar Partnership Indentures").
In this connection we have examined (i) originals, photocopies or
conformed copies of the Registration Statement (including the exhibits and
amendments to it), (ii) the forms of the MeriStar Indentures and the MeriStar
Partnership Indentures filed as exhibits to the Registration Statement and (iii)
such other agreements and documents as we considered appropriate. In addition,
we have made those other examinations of law and fact as we considered necessary
in order to form a basis for our opinion. In connection with such investigation,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as photocopies or conformed copies and the legal
capacity of natural persons executing the documents, none of which facts we have
independently verified. We have relied as to matters of fact upon certificates
of officers of MeriStar, MeriStar Partnership and the Subsidiary Guarantors, as
applicable.
In rendering the opinion set forth below, we have assumed that (i)
each of MeriStar, MeriStar Partnership, the Co-Issuer and the Subsidiary
Guarantors has been duly organized and is validly existing in good standing
under the laws of the jurisdiction in which it is organized, (ii) MeriStar has
the legal power and authority to enter into and perform its obligations under
the MeriStar Indentures, the Warrant Agreements, the Deposit Agreements, any
MeriStar Partnership Indenture, the MeriStar Debt Securities, the Depositary
Shares, the Warrants and any MeriStar Partnership Debt Guarantee issued by it,
(iii) each Subsidiary Guarantor not organized under the laws of the State of
Delaware has the legal power and authority to enter into and perform its
obligations under any MeriStar Indenture or MeriStar Partnership Indenture to
which it is a party and any Guarantee issued by it, (iv) the MeriStar
Indentures, the Warrant Agreements, the Deposit Agreements, any MeriStar
Partnership Indenture to which it is a party, the MeriStar Debt Securities, the
Depositary Shares, the Warrants or any MeriStar Partnership Debt Guarantee
issued by it have been duly authorized, executed and delivered by MeriStar under
the laws of the State of Maryland and the execution, delivery and performance by
MeriStar thereof will not conflict with or violate the charter or bylaws of
MeriStar, the laws of the State of Maryland or the terms of any agreement or
instrument to which MeriStar is subject, (v) the execution, delivery and
performance by
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MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
each Subsidiary Guarantor not organized under the laws of the State of Delaware
of any MeriStar Indenture, MeriStar Partnership Indenture to which it is a party
or any Guarantee issued by it will not conflict with or violate the charter or
bylaws or other organizational documents of any such Subsidiary Guarantor, the
laws of its jurisdiction of organization or the terms of any agreement or
instrument to which such Subsidiary Guarantor is subject, and such MeriStar
Indenture or MeriStar Partnership Indenture, as applicable has been duly
authorized, executed and delivered under the laws of the jurisdiction of
incorporation of such Subsidiary Guarantor, (vi) the MeriStar Indentures and the
MeriStar Partnership Indentures shall have been duly authorized, executed and
delivered by the all parties thereto ("Other Parties") other than MeriStar,
MeriStar Partnership, the Co-Issuer and the Subsidiary Guarantors, (vii) the
MeriStar Indentures and the MeriStar Partnership Indentures, when so executed
and delivered, will represent valid and binding obligations of MeriStar under
the laws of the State of Maryland and of each of the Other Parties under the
laws of its jurisdiction of incorporation and the State of New York, (viii) each
Warrant Agreement will be duly authorized, executed and delivered by the parties
to it, (ix) each Warrant Agreement, when so executed and delivered, will be
governed by the laws of the State of New York and will represent a valid and
binding obligation of MeriStar under the laws of the State of Maryland and of
the appropriate warrant agent under the laws of its jurisdiction of
incorporation and the State of New York, (x) each Deposit Agreement will be duly
authorized, executed and delivered by the parties to it, (xi) each Deposit
Agreement, when so executed and delivered, will be governed by the laws of the
State of New York and will represent a valid and binding obligation of MeriStar
under the laws of the State of Maryland and of the depositary under the laws of
its jurisdiction of incorporation and the State of New York, (xii) the
Depositary Receipts will be duly authorized, executed and delivered by the
depositary against deposit of shares of Preferred Stock in respect thereof, and
(xiii) the Depositary Receipts, when so executed and delivered, will represent
valid and binding obligations of the depositary under the laws of its
jurisdiction of incorporation and the State of New York.
We have also assumed, with respect to MeriStar Debt Securities, the
Warrants, the Depositary Shares and the MeriStar Partnership Debt Securities of
a particular series or issuance offered (the "Offered Securities") and the
related Guarantees, that (i) the terms of issue and sale of the Offered
Securities and the related Guarantees shall have been duly established in
accordance with the appropriate Indenture, Warrant Agreement or Deposit
Agreement, as the case may be; (ii) the Offered Securities and the related
Guarantees shall have been duly authorized, issued and delivered by MeriStar or
the appropriate Subsidiary Guarantor (if such Subsidiary Guarantor is not
organized under the laws of Delaware), as the case may be, and duly
authenticated by the appropriate trustee, warrant agent or depositary, as the
case may be, all in accordance with the terms of the appropriate Indenture,
Warrant Agreement or Depositary
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MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
Agreement, as the case may be, and against payment by the purchasers at the
agreed consideration; (iii) the Offered Securities, when so issued,
authenticated, delivered and sold, will represent valid and binding obligations
of MeriStar under the laws of the State of Maryland; (iv) the Guarantees, when
so issued, authenticated, delivered and sold, will represent valid and binding
obligations of each Subsidiary Guarantor that is not organized under the laws of
Delaware under the laws of the jurisdiction under whose laws such Subsidiary
Guarantor is organized; and (v) the MeriStar Indentures and the MeriStar
Partnership Indentures will be duly executed and delivered by all parties to
them substantially in the forms attached as exhibits to the Registration
Statement.
Based on the foregoing, we are of the opinion that:
1. Each of MeriStar Partnership, the Co-Issuer and the Subsidiary
Guarantors organized in the State of Delaware has all corporate, limited
liability company or partnership, as the case may be, power and authority
necessary to enter into and perform its obligations under the MeriStar
Indentures, the MeriStar Partnership Indentures, and the Guarantees to which
such entity is a party.
2. The execution and delivery by each of MeriStar Partnership, the
Co-Issuer and the Subsidiary Guarantors organized in the State of Delaware of
the MeriStar Indentures, the MeriStar Partnership Indentures, the MeriStar Debt
Securities, the MeriStar Partnership Debt Securities, and the Guarantees to
which such entity is a party, have been duly authorized by all necessary
partnership, limited liability company and corporate action, as the case may be,
of such entity.
3. When issued, authenticated and delivered in accordance with the
relevant MeriStar Indenture, the MeriStar Debt Securities will be legal, valid
and binding obligations of MeriStar and MeriStar Partnership, enforceable
against each in accordance with their terms.
4. When issued, authenticated and delivered in accordance with the
relevant MeriStar Partnership Indenture, the MeriStar Partnership Debt
Securities will be legal, valid and binding obligations of MeriStar Partnership
and the Co-Issuer, enforceable against each in accordance with their terms.
5. When issued, authenticated and delivered in accordance with the
relevant MeriStar Indenture or MeriStar Partnership Indenture, the Guarantee
issued by each Subsidiary Guarantor will be a legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against it in accordance
with its terms.
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MeriStar Hospitality Corporation
MeriStar Hospitality Operating Partnership, L.P.
MeriStar Hospitality Finance Corp. III
6. When issued, authenticated and delivered in accordance with the
MeriStar Partnership Indenture, the Guarantee issued by MeriStar will be a
legal, valid and binding obligation of MeriStar, enforceable against it in
accordance with its terms.
7. When issued, authenticated and delivered in accordance with the
Warrant Agreement, the Warrants will be legal, valid and binding obligations of
MeriStar, enforceable against it in accordance with their terms.
8. When issued, authenticated and delivered in accordance with the
applicable Deposit Agreement, the Depositary Shares will be legally issued and
will entitle the holders of the Depositary Shares, to the rights specified in
the applicable Deposit Agreement.
Our opinions expressed above are limited to the laws of the State of
New York, the laws of the State of Delaware and the federal laws of the United
States of America. Our opinions are rendered only with respect to the laws, and
the rules, regulations and orders under them, that are currently in effect. All
opinions contained in this letter as to the enforceability of any obligation are
qualified in that such enforceability may be limited by (a) bankruptcy,
insolvency, fraudulent conveyance or transfer, reorganization, moratorium and
other similar laws affecting creditors' rights generally, (b) subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (c) requirements that a claim with respect
to any Offered Securities denominated other than in United States dollars (or a
judgment denominated other than in United States dollars in respect of the
claim) be converted into United States dollars at a rate of exchange prevailing
on a date determined by applicable law.
We hereby consent to the use of our name in the Registration
Statement and in the prospectus in the Registration Statement as it appears in
the caption "Legal Matters" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act or by the
rules and regulations under it.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
PAUL, WEISS, RIFKIND, WHARTON & GARRISON