EX-8.1 3 g86204a2exv8w1.txt EX-8.1 TAX MATTERS OPINION OF BASS, BERRY & SIMS . . . EXHIBIT 8.1 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
January 9, 2004 Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 Re: Offer for All Outstanding 8% Senior Notes Due 2013 of Gaylord Entertainment Company in Exchange for 8% Senior Notes Due 2013 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 $350,000,000 aggregate principal amount of 8% Senior Notes Due 2013 (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 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 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, 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 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. 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 January 9, 2004 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 and to the discussion of our opinion in 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 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 Plantation Resort Management, Inc. Delaware corporation Priscilla Murphy Realty, LLC Florida limited liability company R&R Resort Rental Properties, Inc. North Carolina corporation
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION AND NAME OF GUARANTOR FORM OF ORGANIZATION -------------------------------------------------------- --------------------------------------- REP Holdings, Ltd. Hawaii corporation Resort Property Management, Inc. Utah corporation 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