Exhibit 5.2
[Letterhead of Vail Resorts, Inc.]
March 25, 2004
VAIL RESORTS, INC.
137 Benchmark Road
Avon, Colorado 81620
Re: 6 3/4% Senior Subordinated Notes due 2014 of Vail Resorts, Inc.
and related Guarantees
Ladies and Gentlemen:
I am General Counsel for Vail Resorts, Inc. (the "Company") and the
guarantors listed on Exhibit I hereto (collectively, the "Guarantors" and,
together with the Company, the "Issuers") in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by, among others, the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") for registration under the Securities Act of 1933, as amended (the
"Act"), of (i) up to $390,000,000 aggregate principal amount of 6 3/4% Senior
Subordinated Notes due 2014 of the Company (the "Exchange Notes"), and (ii) the
Guarantors' unconditional guarantee of the Exchange Notes (the "Guarantees," and
together with the Exchange Notes, the "Securities"). The Securities will be
issued pursuant to an indenture dated as of January 29, 2004 (the "Indenture"),
between the Company, the Guarantors and The Bank of New York, as trustee, in
connection with the exchange offer (the "Exchange Offer") pursuant to which the
Securities will be issued for a like principal amount of the Company's
outstanding 6 3/4% Senior Subordinated Notes due 2014 (the "Initial Notes").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
In connection therewith, I have examined, among other things, originals or
copies, certified or otherwise identified to my satisfaction, of the
Certificates of Incorporation of the Issuers, resolutions of the Boards of
Directors of the Issuers with respect to the filing of the Registration
Statement and such other documents as I have deemed necessary or appropriate for
the purpose of rendering this opinion.
In my examination of documents, instruments and other papers, I have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to me as conformed, photostatic or other copies. As to matters of fact, I have
relied upon representations of officers of the Issuers.
I am admitted to the Bar of the State of Colorado. I express no opinion as
to the laws of any jurisdiction other than the laws of the State of Colorado and
the Federal laws of the United States of America. With respect to The Village at
Breckenridge Acquisition Corp., Inc. and Property Management Acquisition Corp.,
Inc., for all purposes hereunder I have assumed that Tennessee law is identical
to Colorado law. With respect to Rockresorts
Equinox, Inc., for all purposes hereunder I have assumed that Vermont law is
identical to Colorado law. With respect to Grand Teton Lodge Company, Jackson
Hole Golf and Tennis Club, Inc., JHL&S LLC, Rockresorts Wyoming, LLC and Teton
Hospitality Services, Inc., for all purposes hereunder I have assumed that
Wyoming law is identical to Colorado law. With respect to Heavenly Valley,
Limited Partnership, for all purposes hereunder I have assumed that Nevada law
is identical to Colorado law.
Based upon the foregoing, and subject to the qualifications stated herein,
it is our opinion that:
(i) The Exchange Notes have been duly authorized for issuance by the
Company and, when duly executed, authenticated and delivered in exchange for the
Initial Notes in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement, will constitute valid
and legally binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms
except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity and the discretion of the court before which any
proceeding therefor may be brought.
(ii) The Guarantees of the Guarantors have been duly authorized by the
Guarantors and, when the Exchange Notes have been duly executed, authenticated
and delivered in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement and the Guarantees of
the Guarantors have been duly executed and delivered, the Guarantees of the
Guarantors will constitute valid and legally binding obligations of the
Guarantors, entitled to the benefits of the Indenture and enforceable against
the Guarantors in accordance with their terms except that the enforcement
thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought.
I hereby consent to any reference required by law to the undersigned as the
Company's general or legal counsel in the Registration Statement under the
caption "Legal Matters," and to the inclusion of this opinion as an exhibit to
the Registration Statement. My consent to such reference does not constitute a
consent under Section 7 of the Securities Act and in consenting to such
reference I have not certified any part of the Registration Statement and do not
otherwise come within the categories of persons whose consent is required under
Section 7 or under the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Martha Dugan Rehm
Senior Vice President and
General Counsel
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EXHIBIT I
Beaver Creek Associates, Inc.
Beaver Creek Consultants, Inc.
Beaver Creek Food Services, Inc.
Breckenridge Resort Properties, Inc.
Complete Telecommunications, Inc.
Gillett Broadcasting, Inc.
Grand Teton Lodge Company
Heavenly Valley, Limited Partnership
Jackson Hole Golf and Tennis Club, Inc.
JHL&S LLC
Keystone Conference Services, Inc.
Keystone Development Sales, Inc.
Keystone Food and Beverage Company
Keystone Resort Property Management Company
Lodge Properties, Inc.
Lodge Realty, Inc.
Property Management Acquisition Corp., Inc.
Rockresorts, LLC
Rockresorts Casa Madrona, LLC
Rockresorts Cheeca, LLC
Rockresorts Equinox, Inc.
Rockresorts International, LLC
Rockresorts LaPosada, LLC
Rockresorts Rosario, LLC
Rockresorts Wyoming, Inc.
Teton Hospitality Services, Inc.
The Vail Corporation
The Village at Breckenridge Acquisition Corp., Inc.
Vail Associates Holdings, Ltd.
Vail Associates Real Estate, Inc.
Vail Food Services, Inc.
Vail Holdings, Inc.
Vail Resorts Development Company
Vail Summit Resorts, Inc.
Vail Trademarks, Inc.
Vail/Arrowhead, Inc.
Vail/Beaver Creek Resort Properties, Inc.
VAMHC, Inc.
Vail RR, Inc.
VA Rancho Mirage I, Inc.
VA Rancho Mirage II, Inc.
VA Rancho Mirage Resort, L.P.
VR Heavenly I, Inc.
VR Heavenly II, Inc.