EXHIBIT 5.2
[CARTER R. TODD LETTERHEAD]
April 22, 2005
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 public offering of up to $225,000,000 aggregate principal
amount of 6.75% Senior Notes Due 2014 (the "New Notes") of Gaylord Entertainment
Company (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 "Guarantors") (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").
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").
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 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 included
in the Indenture. The New Notes, the
Indenture and the Guarantees are referred to herein as the "Transaction
Documents." I also have examined and relied upon originals or copies, certified
or otherwise identified to my satisfaction, of such records, documents,
certificates and other instruments as in my 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 I
believe I and you are justified in relying upon. The Indenture provides that the
Transaction Documents are governed by the laws of the State of New York, and I
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 me as originals, the conformity to original documents of all
documents submitted to me 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:
1. 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 or organization to enter
into and perform its respective obligations under the Transaction Documents.
2. The execution, delivery and performance of the Transaction Documents
by each Subsidiary have been duly authorized by all necessary corporate, limited
liability company or limited partnership action on the part of such Subsidiary.
Each of the Transaction Documents has been duly executed and delivered by each
Subsidiary.
The opinions expressed herein are limited to the corporate statutes of
the states of California, Colorado, Florida, Georgia, Hawaii, Maryland,
Massachusetts, Montana, North Carolina, South 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 my 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-4 and the reference to me in the Prospectus
filed by you with the Securities and Exchange Commission covering the New Notes.
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 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
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND FORM
NAME OF GUARANTOR OF ORGANIZATION
- ------------------------------------------------------------------------------------------------------
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
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