Legal Opinion Re: Registration Statement on Form S-4 (2011)Full Document 

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October 3, 2011

Host Hotels & Resorts, L.P.

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

City Center Hotel Limited Partnership

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

Re:

Registration Statement on Form S-4 Relating to $500,000,000 Aggregate Principal Amount 5 7/8% Series X Senior Notes due 2019

Ladies and Gentlemen:

In connection with the registration of $500,000,000 aggregate principal amount of 5 7/8% Series X Senior Notes due 2019 (the "Securities") by Host Hotels & Resorts, L.P., a Delaware limited partnership (the "Company"), and each of the co-registrants, the guarantees of the Securities (the "Guarantees") by each of the entities listed on Schedule A hereto (the "Guarantors"), and specifically that certain guaranty of the Securities (the "Covered Guaranty") by City Center Hotel Limited Partnership, a Minnesota limited partnership (the "Covered Guarantor"), under the Securities Act of 1933, as amended (the "Act"), on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on October 3, 2011 (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. The Securities and the Guarantees will be issued pursuant to a Thirty-Ninth Supplemental Indenture (the "Supplemental Indenture"), dated May 11, 2011, among the Company, the Guarantors and The Bank of New York Mellon, as successor trustee (the "Trustee"), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as so supplemented, the "Indenture"), originally among HMH Properties, Inc. (now, the Company), the guarantors named therein and HSBC Bank USA (f/k/a Marine Midland Bank), as trustee. The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 5 7/8% Series W Senior Notes due 2019 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto. The Indenture, the Securities and the Guarantees are sometimes referred to herein collectively as the "Operative Documents." Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In our capacity as special counsel to the Covered Guarantor in connection with such registration, we are familiar with the proceedings taken by the Covered Guarantor in connection with the authorization and execution of the Supplemental Indenture pursuant to which the Securities and the Covered Guaranty will be issued and have reviewed a signed copy of the Supplemental Indenture bearing the signature of Larry K. Harvey on behalf of the Company and on behalf of each of the Guarantors, including the Covered Guarantor.


Host Hotels & Resorts, L.P.

City Center Hotel Limited Partnership

October 3, 2011

Page 2

In addition, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents:

(i) the Third Amended and Restated Agreement of Limited Partnership of City Center Hotel Limited Partnership, dated as of December 31, 2009, as amended by Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2009, and Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2009 (as so amended, the "Partnership Agreement"),

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