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
April 22, 2005
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Re: Offer for All Outstanding 6.75% Senior Notes Due 2014 of Gaylord
Entertainment Company in Exchange for 6.75% Senior Notes Due 2014
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 $225,000,000 aggregate principal
amount of 6.75% Senior Notes Due 2014 (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, outstanding and unregistered 6.75%
Senior Notes Due 2014 (the "Old Notes"), as contemplated by the Registration
Rights Agreement dated as of November 30, 2004 (the "Registration Rights
Agreement"), by and among the Company, the Guarantors, Deutsche Bank Securities,
Inc., Banc of America Securities LLC, Citigroup Global Markets Inc and CIBC
World Markets Corp. The Old Notes were issued, and the New Notes will be issued,
under an Indenture, dated as of November 30, 2004, as supplemented by a
Supplemental Indenture dated December 30, 2004 (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 April 22, 2005 (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 Form T-1
Gaylord Entertainment Company
April 22, 2005
Page 2
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
April 22, 2005
Page 3
accordance with their terms, except that the enforcement thereof may be limited
by (A) 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 (B) 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 (A) 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 (B) 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.
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 FORM
NAME OF GUARANTOR 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 National, LLC Maryland limited liability company
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 Nashville, LLC Delaware limited liability company
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 Resorts, LLC Florida limited liability company
Accommodations Center, Inc. Colorado corporation
Advantage Vacation Homes by Styles, LLC Florida limited liability company
Aspen Lodging Company, LLC Delaware 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
Catering Concepts, LLC South Carolina limited liability company
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
Great Beach Vacations, LLC Delaware limited liability company
High Country Resorts, Inc. Delaware corporation
Hilton Head Ocean Front Sales & Rentals, Inc. South Carolina 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 FORM
NAME OF GUARANTOR OF ORGANIZATION
- ------------------------------------------------------------------------------------------------------
RQI Acquisition, LLC Delaware limited liability company
Realty Referral Consultants, LLC Florida limited liability company
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 Realty Aspen, LLC Delaware limited liability company
ResortQuest at Summit County, LLC Colorado limited liability company
ResortQuest Real Estate of Florida, Inc. Florida corporation
ResortQuest Southwest Florida, LLC Delaware limited liability company
ResortQuest Technologies, Inc. Colorado corporation
Ridgepine, Inc. Delaware corporation
RQI Holdings, Ltd. Hawaii corporation
Ryan's Golden Eagle Management, Inc. Montana corporation
Sand Dollar Management Investors, LLC Delaware limited liability company
Sand Dollar Ocean, LLC Delaware limited liability company
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