EXHIBIT 5.2
[CARTER R. TODD LETTERHEAD]
January 9, 2004
Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, TN 37238
Ladies and Gentlemen:
I have acted as counsel to the entities listed on Schedule I hereto in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed on January 9, 2004 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act").
I have reviewed a draft 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 to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration by the Company of up to
$500,000,000 aggregate offering price of (i) one or more series of senior,
senior subordinated or subordinated debt securities (the "Debt Securities") to
be issued pursuant to an Indenture between the Company and U.S. Bank National
Association as Trustee, which may be supplemented for any series of Debt
Securities (the "Indenture"), (ii) guarantees of the Debt Securities (the
"Guarantees") made by one or more of your wholly owned subsidiaries listed as
co-registrants in the Registration Statement (the subsidiary guarantors other
than those organized under the laws of Delaware or Tennessee set forth on
Schedule I attached hereto being collectively referred to herein as the
"Subsidiaries"), (iii) one or more series of preferred stock, par value $0.01
per share (the "Preferred Stock"), (iv) shares of Common Stock, $0.01 par value
per share ("Common Stock"), or (v) warrants to purchase Common Stock (the
"Warrants"). Any Debt Securities may be exchangeable and/or convertible into
shares of Common Stock or Preferred Stock.
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement and (ii) the form of Indenture. I 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.
For purposes of the opinion on the good standing of the Subsidiaries, I
have relied solely upon good standing certificates of recent date, which we
believe we and you are justified in relying upon. The Indenture provides that it
is governed by the laws of the State of New York, and we have assumed that a
court considering the issue would respect that choice.
In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to various issues of
fact, I have relied upon certificates or comparable documents of officers and
representatives of the Subsidiaries.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that each Subsidiary is a corporation, limited
liability company or other organization as listed by its name on Schedule I,
validly existing and in good standing under the laws of the state of its
jurisdiction of organization set forth on Schedule I and has the corporate,
limited liability company or other power under the laws of the state of its
jurisdiction of organization to enter into and perform its respective
obligations under the Indenture and related Guarantees as described in the
Prospectus.
The opinions expressed herein are limited to the corporate statutes of
the states of California, Colorado, Florida, Georgia, Hawaii, Massachusetts,
Montana, North Carolina, Texas and Utah, the Limited Liability Company Act of
each of the states of Colorado and Florida, the Uniform Limited Liability
Company Act of the state of Hawaii and the Revised Uniform Limited Partnership
Act of the state of Florida, as set forth in available commercial statutory
compilations of recent date, and I express no opinion as to the effect on the
matters covered by this letter of other laws of these or any other jurisdiction.
The opinions expressed herein are for your benefit and the benefit of
Bass, Berry & Sims PLC in connection with the transactions described herein and
are valid only with respect to the date hereof, and I assume no obligation to
advise you of facts, circumstances, events or developments which may be brought
to our attention after the date hereof and which may alter, affect or modify
those opinions.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-3 and the reference to me in the Prospectus
included therein. I do not admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Carter R. Todd
SCHEDULE I
LIST OF GUARANTORS
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND
NAME OF GUARANTOR FORM OF ORGANIZATION
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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
REP Holdings, Ltd. Hawaii corporation
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND
NAME OF GUARANTOR FORM OF ORGANIZATION
------------------------------------------- ------------------------------------
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