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EXHIBIT 5.1
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
KNOXVILLE OFFICE DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER
KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700
(865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001
NASHVILLE, TN 37238-3001 (615) 742-6200
MEMPHIS OFFICE (615) 742-6200
THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950 WWW.BASSBERRY.COM 29 MUSIC SQUARE EAST
MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322
(901) 543-5900 (615) 255-6161
January 9, 2004
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Re: Offer for All Outstanding 8% Senior Notes Due 2013 of Gaylord
Entertainment Company in Exchange for 8% Senior Notes Due 2013 of
Gaylord Entertainment Company - Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Gaylord Entertainment Company, a Delaware
corporation (the "Company"), and the Guarantors (as defined below) in connection
with the public offering of up to $350,000,000 aggregate principal amount of 8%
Senior Notes Due 2013 (the "New Notes") of the Company that are to be guaranteed
on an unsecured senior basis (the "Guarantees") by the subsidiaries of the
Company listed on Schedule I attached hereto (the subsidiary guarantors set
forth on Schedule I attached hereto being collectively referred to herein as the
"Guarantors"). The New Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount and denomination of
the Company's issued and outstanding 8% Senior Notes Due 2013 (the "Old Notes"),
as contemplated by the Registration Rights Agreement dated as of November 12,
2003 (the "Registration Rights Agreement"), by and among the Company, the
Guarantors, Banc of America Securities LLC, Deutsche Bank Securities, Inc., CIBC
World Markets Corp., Fleet Securities, Inc. and Citigroup Global Markets Inc.
The Old Notes were issued, and the New Notes will be issued, under an Indenture,
dated as of November 12, 2003, as supplemented by a Supplemental Indenture dated
November 20, 2003 (collectively, the "Indenture"), by and among the Company, the
Guarantors and U.S. Bank National Association as Trustee (the "Trustee").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 of the Company relating to the Exchange Offer, as filed
with the Securities and Exchange Commission (the "Commission") on January 9,
2004 (such Registration Statement, as amended to date, being hereinafter
referred to as the "Registration Statement"); (ii) an executed copy of the
Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv) the
Gaylord Entertainment Company
January 9, 2004
Page 2
Form T-1 of the Trustee filed as an exhibit to the Registration Statement; (v)
the form of the New Notes; and (vi) executed copies of the Guarantees. We also
have examined and relied upon originals or copies, certified or otherwise
identified to our satisfaction, of such records, documents, certificates and
other instruments as in our judgment are necessary or appropriate in order to
express the opinions hereinafter set forth.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, facsimile, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed, we have assumed that
the parties thereto other than the Company and the Guarantors had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect of such documents on such parties.
In addition, we have relied on the opinion of Carter R. Todd,
Senior Vice President, General Counsel and Secretary of the Company, to the
effect that each of the Guarantors that is not organized under the laws of the
State of Delaware or Tennessee (each a "non-Delaware/Tennessee Guarantor") is
the form of organization set forth on Schedule I, validly existing and in good
standing under the laws of the jurisdiction of its organization, and has the
corporate, limited liability company or other power under the laws of its
jurisdiction of organization to enter into and perform its obligations under the
Guarantees and the Indenture, and (ii) each non-Delaware/Tennessee Guarantor has
duly authorized, executed and delivered the Guarantees and the Indenture.
In connection with this opinion, we have assumed that the
Registration Statement will have become effective, and that the New Notes will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner described in the Registration Statement.
As to any facts material to the opinion expressed herein that
have not been independently established or verified, we have relied upon the
oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the New Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Old Notes surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Registration Rights Agreement and the Indenture, the New
Notes will constitute valid and binding obligations of the Company, entitled to
the benefits of the Indenture and enforceable against the Company in
Gaylord Entertainment Company
January 9, 2004
Page 3
accordance with their terms, except that the enforcement thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or similar laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights generally and (ii) general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether enforceability is
considered in a proceeding at law or in equity).
2. When the New Notes have been duly executed and authenticated
in accordance with the terms of the Indenture and have been issued and delivered
upon consummation of the Exchange Offer against receipt of Old Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Registration Rights Agreement and the Indenture, and each of the Guarantees has
been attached thereto in accordance with the Exchange Offer, each Guarantee will
constitute the valid and binding obligation of each Guarantor a party thereto,
enforceable against each such Guarantor in accordance with its terms, except
that the enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and (ii) general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
We assume no obligation to advise you of changes in law or
fact (or the effect thereof on the opinions expressed herein) that hereafter may
come to our attention. We do not express any opinion with respect to the law of
any other jurisdiction or as to the effect of any such law on the opinions
herein stated.
This opinion is given in connection with the Registration
Statement and may not be relied upon for any other purpose. We hereby consent to
the reference to our law firm in the Registration Statement under the caption
"Legal Matters" and the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ Bass, Berry & Sims PLC
SCHEDULE I
LIST OF GUARANTORS
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND
NAME OF GUARANTOR FORM OF ORGANIZATION
- ----------------------------------------------------- -----------------------------------------
CCK Holdings, LLC Delaware limited liability company
Corporate Magic, Inc. Texas corporation
Gaylord Creative Group, Inc. Delaware corporation
Gaylord Hotels, LLC Delaware limited liability company
Gaylord Investments, Inc. Delaware corporation
Gaylord Program Services, Inc. Delaware corporation
Grand Ole Opry Tours, Inc. Tennessee corporation
OLH, G.P. Tennessee general partnership
OLH Holdings, LLC Delaware limited liability company
Opryland Attractions, Inc. Delaware corporation
Opryland Hospitality, LLC Tennessee limited liability company
Opryland Hotel-Florida Limited Partnership Florida limited partnership
Opryland Hotel-Texas Limited Partnership Delaware limited partnership
Opryland Hotel-Texas, LLC Delaware limited liability company
Opryland Productions, Inc. Tennessee corporation
Opryland Theatricals, Inc. Delaware corporation
Wildhorse Saloon Entertainment Ventures, Inc. Tennessee corporation
ResortQuest International, Inc. Delaware corporation
Abbott & Andrews Realty, LLC Florida limited liability company
Abbott Realty Services, Inc. Florida corporation
Abbott Resorts, LLC Florida limited liability company
Accommodations Center, Inc. Colorado corporation
Advantage Vacation Homes by Styles, LLC Florida limited liability company
B&B on the Beach, Inc. North Carolina corporation
Base Mountain Properties, Inc. Delaware corporation
Bluebill Properties, LLC Florida limited liability company
Brindley & Brindley Realty & Development, Inc. North Carolina corporation
Coastal Real Estate Sales, LLC Florida limited liability company
Coastal Resorts Management, Inc. Delaware corporation
Coastal Resorts Realty, L.L.C. Delaware limited liability company
Coates, Reid & Waldron, Inc. Delaware corporation
Collection of Fine Properties, Inc. Colorado corporation
Columbine Management Company Colorado corporation
Cove Management Services, Inc. California corporation
CRW Property Management, Inc. Delaware corporation
Exclusive Vacation Properties, Inc. Delaware corporation
First Resort Software, Inc. Colorado corporation
High Country Resorts, Inc. Delaware corporation
Houston and O'Leary Company Colorado corporation
K-T-F Acquisition Co. Delaware corporation
Maui Condominium and Home Realty, Inc. Hawaii corporation
Mountain Valley Properties, Inc. Delaware corporation
Office and Storage LLC Hawaii limited liability company
Peak Ski Rentals LLC Colorado limited liability company
Plantation Resort Management, Inc. Delaware corporation
Priscilla Murphy Realty, LLC Florida limited liability company
R&R Resort Rental Properties, Inc. North Carolina corporation
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND
NAME OF GUARANTOR FORM OF ORGANIZATION
- ----------------------------------------------------- -----------------------------------------
REP Holdings, Ltd. Hawaii corporation
Resort Property Management, Inc. Utah corporation
Resort Rental Vacations, LLC Tennessee limited liability company
ResortQuest Hawaii, LLC Hawaii limited liability company
ResortQuest Hilton Head, Inc. Delaware corporation
ResortQuest Southwest Florida, LLC Delaware limited liability company
Ridgepine, Inc. Delaware corporation
RQI Holdings, Ltd. Hawaii corporation
Ryan's Golden Eagle Management, Inc. Montana corporation
Scottsdale Resort Accommodations, Inc. Delaware corporation
Steamboat Premier Properties, Inc. Delaware corporation
Styles Estates, LLC Florida limited liability company
Telluride Resort Accommodations, Inc. Colorado corporation
Ten Mile Holdings, Ltd. Colorado corporation
THE Management Company Georgia corporation
The Maury People, Inc. Massachusetts corporation
The Tops'l Group, Inc. Florida corporation
Tops'l Club of NW Florida, LLC Florida limited liability company
Trupp-Hodnett Enterprises, Inc. Georgia corporation