EXHIBIT 5.1
[Letterhead of Willkie Farr & Gallagher]
July 15, 2002
Prime Hospitality Corp.
700 Route 46 East
Fairfield, New Jersey 07004
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Prime Hospitality Corp., a Delaware corporation
(the "Company"), in connection with the registration statement on Form S-4,
filed with the Securities and Exchange Commission on June 24, 2002 (the
"Registration Statement"), relating to the offer by the Company to exchange up
to $200,000,000 aggregate principal amount of its 8 3/8% Series B Senior
Subordinated Notes due 2012 (the "Exchange Notes") for all of the Company's
outstanding 8 3/8% Series A Senior Subordinated Notes due 2012 (the "Original
Notes") that were issued and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended. The Original Notes were issued
under, and the Exchange Notes are to be issued under, an Indenture, dated as of
April 29, 2002 (the "Indenture"), between the Company and Wells Fargo Bank
Minnesota, NA, as trustee (the "Trustee"). Capitalized terms used herein that
are not otherwise defined have the meanings ascribed thereto as set forth in
the Registration Statement.
We have examined copies of (i) the Registration Statement, (ii) the Offering
Memorandum relating to the Original Notes, dated April 16, 2002, (iii) the
Indenture, (iv) the Restated Certificate of Incorporation, as amended, of the
Company and (v) the Restated Bylaws of the Company.
We have also examined original, reproduced or certified copies of such
records of the Company as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed. In our examination and in rendering our
opinions contained herein, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
corporate records, agreements, documents, instruments and certificates of the
Company submitted to us as originals, the conformity to original documents and
agreements of all documents and agreements submitted to us as conformed,
certified or photostatic copies thereof and the authenticity of the originals
of such conformed, certified or photostatic copies; (iii) the due
authorization, execution and delivery of all documents and agreements
(including the Exchange Notes and the Indenture) by all parties thereto (other
than the Company) and the binding effect of such documents and agreements on
all such parties; (iv) the legal right and power of all such parties other than
the Company under all applicable laws and regulations to enter into, execute
and deliver such agreements and documents; and (v) the capacity of natural
persons. As to all questions of fact material to such opinions, we have relied
without independent check or verification upon representations contained in the
Exchange Notes and the Indenture; certificates of the Company, and its
officers, employees, agents and representatives; and certificates of public
officials. We have not independently investigated or verified the matters set
forth therein.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Indenture have been duly authorized by
the Company, and the Indenture constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance
with the terms thereof, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance and other
similar laws affecting the enforcement of creditors' rights generally
and except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding
in equity or at law).
2. The Exchange Notes have been duly authorized and, when duly executed by
the proper officers of the Company, duly authenticated by the Trustee
and issued by the Company in accordance with the terms of the Indenture
and the Exchange Offer, will constitute legal, valid and binding
obligations of the Company, will be entitled to the benefits of the
Indenture and will be enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance and other similar laws
affecting the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
We are members of the bar of the State of New York and we express no opinion
as to the laws of any jurisdiction other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and the federal laws
of the United States typically applicable to transactions of the type
contemplated by the Exchange Offer.
This opinion letter is limited to the matters stated herein and no opinion
is implied or may be inferred beyond the matters expressly stated.
This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this letter after the date
hereof.
We consent to being named in the Registration Statement and related
prospectus as counsel who are passing upon the legality of the Exchange Notes
for the Company and to the reference to our name under the caption "Legal
Matters" in such prospectus. We further consent to your filing copies of this
opinion as an exhibit to the Registration Statement or any amendment thereto.
In giving such consents, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
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