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EXHIBIT 5.1
BASS, BERRY & SIMS PLC
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KNOXVILLE OFFICE A PROFESSIONAL LIMITED LIABILITY COMPANY DOWNTOWN OFFICE
900 SOUTH GAY STREET, SUITE 1700 ATTORNEYS AT LAW AMSOUTH CENTER
KNOXVILLE, TN 37902 315 DEADERICK STREET, SUITE 2700
(865) 521-6200 Reply To: NASHVILLE, TN 37238-3001
AMSOUTH CENTER (615) 742-6200
MEMPHIS OFFICE 315 DEADERICK STREET, SUITE 2700
THE TOWER AT PEABODY PLACE NASHVILLE, TN 37238-3001 MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950 (615) 742-6200 29 MUSIC SQUARE EAST
MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322
(901) 543-5900 www.bassberry.com (615) 255-6161
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January 9, 2004
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
RE: $500,000,000 AGGREGATE OFFERING PRICE OF SECURITIES OF
GAYLORD ENTERTAINMENT COMPANY (THE "COMPANY")
Ladies and Gentlemen:
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"), you have requested our opinion with respect to the matters
set forth below.
You have provided us with 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 made by one
or more of your wholly owned subsidiaries listed as co-registrants in the
Registration Statement (the "Guarantees"), (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"). The Debt Securities, the Guarantees, Preferred
Stock, Common Stock and Warrants are collectively referred to herein as the
"Securities." Any Debt Securities may be exchangeable and/or convertible into
shares of Common Stock or Preferred Stock. The Preferred Stock may also be
exchangeable for and/or convertible into shares of Common Stock or another
series of Preferred Stock.
Gaylord Entertainment Company
January 9, 2004
Page 2
In our capacity as your counsel in connection with the Registration
Statement, we are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization and issuance of the
Securities, and for the purposes of this opinion, have assumed that such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents
of all documents submitted to us as copies.
We have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company with respect to certain
factual matters. In addition, we have obtained and relied upon such certificates
and assurances from public officials as we have deemed necessary. This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
In rendering this opinion, we are relying, with your approval, to the
extent that the laws of jurisdictions of organization of the wholly owned
subsidiaries of the Company listed as co-registrants on the Registration
Statement that may issue Guarantees (other than Delaware and Tennessee) are
relevant, upon an opinion letter of Carter R. Todd, Senior Vice President,
General Counsel and Secretary of the Company, addressed to you and of even date
herewith, with respect to the matters addressed therein.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. When (a) the Debt Securities have been duly established in
accordance with the indenture (including, without limitation, the adoption by
the Board of Directors of the Company of a resolution duly authorizing the
issuance and delivery of the Debt Securities), duly authenticated by the Trustee
and duly executed and delivered on behalf of the Company against payment
therefor in accordance with the terms and provisions of such Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (b) when the Registration Statement and any
required post-effective amendment thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and (c) assuming that the terms of the Debt Securities as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (d) assuming that the
Debt Securities as executed and delivered do not violate any law applicable to
the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (e) assuming that the Debt Securities
as executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (f) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus
Gaylord Entertainment Company
January 9, 2004
Page 3
Supplement(s), the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.
2. When (a) the Debt Securities and Guarantees have been duly
established in accordance with the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company or of its Subsidiaries (or
comparable proceedings of the managing board or entity of any subsidiary that is
not a corporation) of a resolution duly authorizing the issuance and delivery of
the Debt Securities and Guarantees), duly authenticated by the Trustee and duly
executed and delivered on behalf of the Company and the relevant subsidiaries of
the Company against payment therefor in accordance with the terms and provisions
of such Indenture and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (b) when the
Registration Statement and any required post-effective amendment thereto and any
and all Prospectus Supplement(s) required by applicable laws have all become
effective under the Securities Act, and (c) assuming that the terms of the Debt
Securities and related Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (d) assuming that the Debt Securities and related Guarantees
as executed and delivered do not violate any law applicable to the Company or
relevant subsidiaries of the Company or result in a default under or breach of
any agreement or instrument binding upon the Company or relevant subsidiaries of
the Company, and (e) assuming that the Debt Securities as executed and delivered
comply with all requirements and restrictions, if any, applicable to the
Company, and the Guarantees comply with all requirements and restrictions, if
any, applicable to the relevant subsidiaries of the Company making the
guarantees, in any case whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company or such subsidiaries, and
(f) assuming that the Debt Securities and the related Guarantees are then issued
and sold as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), the Guarantees will constitute valid and
legally binding obligations of such subsidiaries, enforceable against such
subsidiaries in accordance with the terms of the Guarantees.
3. When a new class or series of Preferred Stock has been duly
established in accordance with the terms of the Company's Certificate of
Incorporation, as amended, and Bylaws and applicable law, and upon adoption by
the Board of Directors of the Company of a resolution in form and content as
required by applicable law and when appropriate articles of amendment to the
Company's Certificate of Incorporation relating to such class or series of
Preferred Stock have been duly approved by the Company's board of directors and
been filed with and accepted for record by the Secretary of State of the State
of Delaware, when the Registration Statement and any required post-effective
amendment(s) thereto and any and all Prospectus Supplement(s) required by
applicable laws have become effective under the Securities Act, and upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and by such resolution, such shares of such class or series of
Preferred Stock (including any Preferred Stock duly issued (i) upon the exchange
or conversion of any shares of Preferred Stock that are exchangeable or
convertible into another class or series of Preferred Stock, or (ii) upon the
exchange or conversion of Debt Securities that are exchangeable or convertible
into Preferred Stock) will be validly issued, fully paid and nonassessable.
Gaylord Entertainment Company
January 9, 2004
Page 4
4. Upon adoption by the Board of Directors of the Company of a
resolution in form and content as required by applicable law authorizing the
issuance and sale of Common Stock and upon issuance and delivery of and payment
for such shares in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, such
shares of Common Stock being issued by the Company (including any Common Stock
duly issued (i) upon the exchange or conversion of any shares of Preferred Stock
that are exchangeable or convertible into Common Stock, (ii) upon the exercise
of any duly issued Warrants exercisable for Common Stock or (iii) upon the
exchange or conversion of Debt Securities that are exchangeable or convertible
into Common Stock) will be validly issued, fully paid and nonassessable.
5. (a) When a warrant agreement relating to the Warrants has been
duly authorized, executed and delivered and the Warrants and the securities of
the Company into which the Warrants will be exercisable have been duly
authorized by the Company's board of directors, (b) when the terms of the
Warrants and of their issuance and sale have been duly established in conformity
with the Company's Certificate of Incorporation and bylaws and the warrant
agreement, and (c) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable law have all become effective under the Securities Act
and (d) assuming that the terms of the Warrants as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (e) assuming that the Warrants, as executed and
delivered, do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (f) assuming that the Warrants as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (g) assuming that the Warrants are then issued and sold as
contemplated in the Registration Statement, the Prospectus and the Prospectus
Supplement(s), the Warrants, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
6. When (a) the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (b) when the Debt Securities have been duly executed and delivered by all
parties thereto, and (c) assuming that the applicable Indenture does not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (d) assuming that the
applicable Indenture complies with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (e) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), such
Indenture will constitute the valid and legally binding obligation of the
Company, enforceable against the Company under the laws of the State of New York
in accordance with the terms of such Indenture.
Gaylord Entertainment Company
January 9, 2004
Page 5
The opinions set forth in paragraphs 1, 2, 5 and 6 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; and (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought.
To the extent that the obligations of the Company under any applicable
Indenture may be dependent on such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by such Indenture; that
such Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under such Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under such Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
This opinion is rendered in connection with the transactions covered
hereby.
Very truly yours,
/s/ Bass, Berry & Sims PLC