EX-5.2 104 g86204exv5w2.txt EX-5.2 OPINION OF CARTER R. TODD, ESQ. EXHIBIT 5.2 [CARTER R. TODD LETTERHEAD] January 9, 2004 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 $350,000,000 aggregate principal amount of 8% Senior Notes Due 2013 (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 and outstanding 8% Senior Notes Due 2013 (the "Old Notes"), as contemplated by the Registration Rights Agreement dated as of November 12, 2003 (the "Registration Rights Agreement"), by and among the Company, the Guarantors, Banc of America Securities LLC, Deutsche Bank Securities, Inc., CIBC World Markets Corp., Fleet Securities, Inc. and Citigroup Global Markets Inc. The Old Notes were issued, and the New Notes will be issued, under an Indenture, dated as of November 12, 2003, as supplemented by a Supplemental Indenture dated November 20, 2003 (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, I 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 January 9, 2004 (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 our 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, we 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 we 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 us 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, Massachusetts, Montana, North 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 our 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 NAME OF GUARANTOR FORM 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 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-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 Realty Services, Inc. Florida corporation Abbott Resorts, LLC Florida limited liability company Accommodations Center, Inc. Colorado corporation Advantage Vacation Homes by Styles, LLC Florida 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 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 First Resort Software, Inc. Colorado corporation High Country Resorts, Inc. Delaware 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 NAME OF GUARANTOR FORM 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 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 Southwest Florida, LLC Delaware limited liability company Ridgepine, Inc. Delaware corporation RQI Holdings, Ltd. Hawaii corporation Ryan's Golden Eagle Management, Inc. Montana corporation 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