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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 and outstanding 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 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. 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.
Gaylord Entertainment Company
April 22, 2005
Page 2
Based on the foregoing, the statements in the Registration
Statement set forth under the caption "Material U.S. Federal Income Tax
Considerations," constitute our opinion of the material U.S. federal income tax
considerations applicable to the offering of the New Notes. In arriving at the
opinion expressed above, we have assumed that the New Notes will be duly
executed and delivered in substantially the forms set forth in the Indenture and
will be issued as described in the Registration Statement.
You should be aware that the above opinions are based on our
interpretations of current law, including court authority and existing final and
temporary U.S. Treasury regulations, which law is subject to change both
prospectively and retroactively. Our opinions are not binding on the Internal
Revenue Service or a court and there can be no assurance that the Internal
Revenue Service will not take a contrary position or that a court would agree
with our opinions if litigated. Our opinion is rendered as of the date hereof
and we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances or law
after the date hereof. In the event any one of the statements, representations
or assumptions we have relied upon to issue this opinion is incorrect, our
opinion may be adversely affected.
This opinion is rendered solely in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to all references to
Bass, Berry & Sims PLC included in or made part of the Registration Statement.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder by the Securities
and Exchange Commission. This opinion may not be relied upon for any other
purpose.
No opinion has been sought and none has been given concerning the
tax treatment of the issuance and sale of the Notes under the laws of any other
country or any state or locality.
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