SIDLEY AUSTIN BROWN & WOOD
DALLAS BANK ONE PLAZA BEIJING
10 S. DEARBORN STREET
LOS ANGELES CHICAGO, ILLINOIS 60603 GENEVA
TELEPHONE 312 853 7000
NEW YORK FACSIMILE 312 853 7036 HONG KONG
www.sidley.com
SAN FRANCISCO LONDON
FOUNDED 1866
WASHINGTON, D.C. SHANGHAI
SINGAPORE
TOKYO
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
Exhibit 5.1
May 24, 2002
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
1111 Westchester Avenue
White Plains, New York 10604
Re: Registration Statement on Form S-3 of Starwood Hotels &
Resorts Worldwide, Inc., Starwood Hotels & Resorts
and the Guarantors Named Therein
Ladies and Gentlemen:
We refer to (i) the Registration Statement on Form S-3 (the "2002
Registration Statement") being filed by Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation (the "Corporation"), Starwood Hotels & Resorts, a
Maryland real estate investment trust (the "Trust" and, together with the
Corporation, the "Company") and the Guarantors (as hereinafter defined) with the
Securities and Exchange Commission (the "SEC"), relating to the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
guarantees (the "Guarantees") by one or more of the Guarantors of debt
securities of the Corporation, and (ii) the Registration Statement on Form S-3
(File Nos. 333-40077 and 333-40077-01), as amended pursuant to Rule 429 under
the Securities Act by the 2002 Registration Statement (as so amended, the "1997
Registration Statement"), initially filed on November 12, 1997 by the Company
with the SEC under the Securities Act, and the prospectus supplement included
therein, relating to the resale by securityholders of $571,669,000 in aggregate
principal amount at maturity of the Corporation's Series B Zero Coupon
Convertible Senior Notes due 2021 (the "Notes") and 5,827,975 Shares, each
consisting of one share of common stock, par value $0.01 per share, of the
Corporation and one Class B share of beneficial interest, par value $0.01 per
share, of the Trust, issuable upon conversion of the Notes.
The Notes are guaranteed (the "Note Guarantees") by the Trust and
the other direct or indirect subsidiaries of the Corporation named in the 2002
Registration Statement as
SIDLEY AUSTIN BROWN & WOOD IS AN ILLINOIS GENERAL PARTNERSHIP
SIDLEY AUSTIN BROWN & WOOD CHICAGO
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
May 24, 2002
Page 2
Co-Registrants (the "Subsidiary Guarantors" and, together with the Trust, the
"Guarantors") and were issued under an Indenture, dated as of May 25, 2001 (the
"Notes Indenture"), among the Corporation, the Guarantors and Firstar Bank, N.A.
(now known as U.S. Bank National Association), as Trustee (the "Notes Trustee").
Unless otherwise specified in the applicable Prospectus Supplement,
the debt securities to which the Guarantees (other than the Notes Guarantees)
relate will be issued under an indenture among the Corporation, the Guarantors,
if any, of the debt securities and a trustee to be named (the "Debt Trustee"),
substantially in the form filed as an exhibit to the 2002 Registration Statement
(such indenture, as amended or supplemented from time to time, the "Debt
Indenture").
In rendering the opinions expressed below, we have examined and
relied upon copies of the 2002 Registration Statement, the 1997 Registration
Statement, the Notes and the Notes Indenture. We have also examined originals,
or copies of originals certified to our satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for our examination.
Based on the foregoing and subject to the qualifications and
limitations set forth below, it is our opinion that:
1. Based solely on certificates of public officials, each of the
Guarantors incorporated or organized under the laws of the States of California,
Delaware or New York (the "California, Delaware and New York Guarantors") has
been duly incorporated or formed and is validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization.
2. Assuming that (i) each of the Guarantors (other than the
California, Delaware and New York Guarantors) has been duly incorporated or
formed and is validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, (ii) each of the Guarantors
(other than the California, Delaware and New York Guarantors) has and will have
full right, power and authority to execute, deliver and perform its obligations
under the Debt Indenture, (iii) the execution, delivery and performance of the
Debt Indenture does not and will not violate the organizational documents of any
of the Guarantors (other than the California, Delaware and New York Guarantors),
each Guarantee (other than the Note Guarantees) will be legally issued and valid
and binding obligations of the Guarantor issuing such Guarantee (except to the
extent enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
the enforcement of creditors'
SIDLEY AUSTIN BROWN & WOOD CHICAGO
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
May 24, 2002
Page 3
rights generally and by the effect of general principles of equity, regardless
of whether enforceability is considered in a proceeding in equity or at law),
when (i) the 2002 Registration Statement, as finally amended (including all
necessary post-effective amendments, if any), shall have become effective under
the Securities Act and the Debt Indenture shall have been qualified under the
Trust Indenture Act of 1939, as amended, and the Debt Indenture shall have been
duly authorized, executed and delivered by the Corporation and each Guarantor of
such series of Debt Securities and duly executed and delivered by the Debt
Trustee; (ii) a Prospectus Supplement with respect to the Debt Securities
guaranteed by such Guarantee and the Guarantee shall have been filed with the
Commission in compliance with the Securities Act and the rules and regulations
thereunder; and (iii) the Debt Securities and the Guarantee shall have been duly
executed by the Corporation and each Guarantor of the Debt Securities, and the
Debt Securities shall have been authenticated by the Debt Trustee and registered
and duly delivered to the purchasers thereof against payment of the agreed
consideration therefor, as provided in the Registration Statement and any
Prospectus Supplement relating thereto.
3. Assuming that (i) the Corporation has been duly incorporated and
is validly existing and in good standing under the laws of its jurisdiction of
incorporation, (ii) the Corporation has full right, power and authority to
execute, deliver and perform its obligations under each of the Notes Indenture
and the Debt Securities, (iii) the Notes Indenture has been duly authorized,
executed and delivered by the Corporation and duly executed and delivered by the
Notes Trustee, (iv) the Notes have been duly executed, issued and delivered by
the Corporation and duly authenticated and delivered by the Notes Trustee as
provided in the Notes Indenture and the final authorizing resolutions, and (v)
the execution, delivery and performance of each of the Notes Indenture and the
Notes do not and will not violate the organizational documents of the
Corporation, the Notes have been legally issued and constitute valid and binding
obligations of the Corporation (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or
at law).
4. Assuming that (i) each of the Guarantors (other than the
California, Delaware and New York Guarantors) has been duly incorporated or
formed and is validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, (ii) each of the Guarantors
(other than the California, Delaware and New York Guarantors) has full right,
power and authority to execute, deliver and perform its obligations under the
Notes Indenture, (iii) the Notes Indenture has been duly authorized, executed
and delivered by the Corporation and each of the Guarantors (other than the
California, Delaware and New York Guarantors) and duly executed and delivered by
the Notes Trustee, (iv) the execution, delivery and performance of the Notes
Indenture do not and will not violate the organizational documents of any of the
Guarantors (other than the California, Delaware and New York Guarantors), (v)
the Notes have
SIDLEY AUSTIN BROWN & WOOD CHICAGO
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
May 24, 2002
Page 4
been duly executed, issued and delivered by the Corporation and duly
authenticated and delivered by the Notes Trustee as provided in the Notes
Indenture and the final authorizing resolutions, each Note Guarantee has been
legally issued and constitutes a valid and binding obligation of the Guarantor
issuing such Note Guarantee (except to the extent enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting the enforcement of creditors' rights
generally and by the effect of general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law).
For the purposes of this opinion letter, we have assumed that, at
the time of the issuance and delivery of each Guarantee (other than the Notes
Guarantees): (i) the authorization thereof by the Guarantor will not have been
modified or rescinded, and there will not have occurred any change in law
affecting the validity, legally binding character or enforceability thereof;
(ii) the form of Debt Indenture will not have been modified or amended; and
(iii) the charter of the Corporation, as currently in effect, and the
organizational documents of each of the California, Delaware and New York
Guarantors, as currently in effect, will not have been modified or amended and
will be in full force and effect.
We do not find it necessary for the purposes of this opinion letter
to cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the issuance of the Notes
or the Guarantees. Except as expressly stated in the following sentence, this
opinion letter is limited to the General Corporation Law of the State of
Delaware, the laws of the States of California and New York and the Securities
Act.
We hereby consent to the filing of this opinion letter as an Exhibit
to the 2002 Registration Statement and to all references to our firm included in
or made a part of the 2002 Registration Statement and the 1997 Registration
Statement.
Very truly yours,
/s/ Sidley Austin Brown & Wood