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Exhibit 5.1
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
July 28, 1997
Interstate Hotels Company
Foster Plaza Ten
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Re: Registration on Form S-3 of up to $700,000,000
of Securities of Interstate Hotels Company
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Ladies and Gentlemen:
We are acting as counsel to Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), in connection with the possible
issuance and sale from time to time by the Company of (i) shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), (ii)
shares of the Company's preferred stock, par value $.01 per share (the
"Preferred Stock"), (iii) certain debt securities of the Company (the "Debt
Securities"), and (iv) certain warrants to purchase Common Stock, Preferred
Stock, Debt Securities, or any combination thereof (the "Warrants"), in each
case as contemplated by the Company's Registration Statement filed with the
Securities and Exchange Commission with respect thereto (the "Registration
Statement"). The Common Stock, Preferred Stock, Debt Securities and Warrants
are collectively referred to herein as the "Securities." Except as otherwise
defined herein, terms used herein with initial capital letters that are defined
in the Registration Statement are used herein as so defined.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion. Based on such
examination and on the assumptions set forth below, we are of the opinion that:
1. The Common Stock, when (i) issued and sold in
accordance with the Registration Statement and applicable Prospectus Supplement
and (ii) delivered to the purchaser or purchasers thereof upon receipt by the
Company of such lawful consideration therefor as the Company's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of the Company) may determine, and assuming that the Company at such time has
a sufficient number of authorized but unissued shares of Common Stock remaining
under its articles of incorporation, will be validly issued, fully paid and
nonassessable.
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2. The Preferred Stock, when (i) issued and sold in
accordance with the Registration Statement and applicable Prospectus Supplement
and the provisions of an applicable Certificate of Designation that has been
duly adopted by the Board of Directors of the Company and duly filed in
accordance with Pennsylvania law and (ii) delivered to the purchaser or
purchasers thereof upon receipt by the Company of such lawful consideration
therefor as the Company's Board of Directors (or a duly authorized committee
thereof or a duly authorized officer of the Company) may determine, and
assuming that the Company at such time has a sufficient number of authorized
but unissued shares of Preferred Stock remaining under its articles of
incorporation, will be validly issued, fully paid and nonassessable.
3. The Debt Securities, when (i) duly executed by the
Company and authenticated by the applicable Trustee in accordance with the
provisions of the applicable Indenture and issued and sold in accordance with
the Registration Statement and applicable Prospectus Supplement and (ii)
delivered to the purchaser or purchasers thereof upon receipt by the Company of
such lawful consideration therefor as the Company's Board of Directors (or a
duly authorized committee thereof or a duly authorized officer of the Company)
may determine, will be valid and binding obligations of the Company.
4. The Warrants, when (i) issued and sold in accordance
with the Registration Statement and the provisions of an applicable Warrant
Agreement and (ii) delivered to the purchaser or purchasers thereof upon
receipt by the Company of such lawful consideration therefor as the Company's
Board of Directors (or a duly authorized committee thereof or a duly authorized
officer of the Company) may determine, will be valid and binding obligations of
the Company.
In rendering the foregoing opinions, we have assumed that (i)
the definitive terms of each class and series of the Securities not presently
provided for in the Registration Statement or the Company's articles of
incorporation will have been established in accordance with all applicable
provisions of law, the Indentures, the Company's articles of incorporation and
bylaws, and the authorizing resolutions of the Company's Board of Directors,
and reflected in appropriate documentation approved by us and, if applicable,
duly executed and delivered by the Company and any other appropriate party,
(ii) the interest rate on the Debt Securities will not be higher than the
maximum lawful rate permitted from time to time under applicable law, (iii) any
Securities consisting of Common Stock or Preferred Stock, and any Common Stock
or Preferred Stock for or into which any other Securities are exercisable,
exchangeable or convertible, will have been duly authorized and reserved for
issuance, (iv) each Warrant Agreement will have been duly authorized, executed
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (v) the Registration Statement, and any amendments thereto, will
have become effective, (vi) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Commission, (vii) the resolutions authorizing the Company
to register, offer, sell and issue the Securities will remain in effect and
unchanged at all times during which the Securities are offered, sold or issued
by the Company, (viii) all Securities will be issued in compliance with
applicable federal and state securities laws, and (ix) the Indentures will have
been duly qualified under the Trust Indenture Act of 1939.
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In rendering the foregoing opinions, we have relied as to
certain factual matters upon certificates of officers of the Company, and we
have not independently verified the accuracy of the statements contained
therein. In rendering the foregoing opinions, our examination of matters of
law has been limited to the Pennsylvania Business Corporation Law and the
federal laws of the United States of America, as in effect on the date hereof.
We understand that prior to offering for sale any Securities
you will advise us in writing of the terms of such offering and of such
Securities, will afford us an opportunity to review the operative documents
(including the applicable Prospectus Supplement and any applicable Underwriting
Agreement, Indenture or Supplemental Indenture) pursuant to which the
Securities are to be offered, sold and issued, and will file as an exhibit to
the Registration Statement such supplement or amendment to this opinion (if
any) as we may reasonably consider necessary or appropriate by reason of the
terms of such Securities or any changes in the Company's capital structure or
other pertinent circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to us in the Prospectus
under the caption "Legal Matters."
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue