EX-5.1 2 g88289meexv5w1.txt EX-5.1 OPINION OF BASS, BERRY & SIMS PLC . . . EXHIBIT 5.1
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
April 27, 2004 Gaylord Entertainment Company One Gaylord Drive Nashville, TN 37214 Re: Registration Statement on Form S-3 (Common Stock) Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement") filed by you today with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended and in respect of your Registration Statement on Form S-3 (File No. 333-114293) (the "Original Registration Statement," and together with the Rule 462(b) Registration Statement, the "Registration Statements"). The Rule 462(b) Registration Statement relates to 1,319,107 shares of Common Stock, $0.01 par value (the "Common Stock"), of Gaylord Entertainment Company, a Delaware corporation (the "Company"), to be offered by certain selling stockholders in addition to the 6,752,929 shares of the Common Stock as described in the Original Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be offered by the selling stockholders are validly issued, fully paid and nonassessable. We hereby consent to the reference to our law firm in the Original Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Rule 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Sincerely, /s/ Bass, Berry & Sims PLC