EX-5.2 3 dex52.htm EXHIBIT 5.2 EXHIBIT 5.2

[Letterhead of Dorsey & Whitney LLP]

 

Exhibit 5.2

 

January 24, 2005

 

Host Marriott, L.P.    

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

 

Latham & Watkins LLP

555 Eleventh Street, N.W.

Suite 1000

Washington, D.C. 20004

City Center Hotel Limited Partnership

10400 Fernwood Road

Bethesda, Maryland 20817

   

 

  Re: Registration Statement on Form S-4 Relating to $350,000,000 Aggregate Principal Amount 7% Series M Senior Notes due 2012

 

Ladies and Gentlemen:

 

In connection with the registration of $350,000,000 aggregate principal amount of 7% Series M Senior Notes due 2012 (the “Securities”) by Host Marriott, 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 December 9, 2004 as amended by Amendment No. 1 dated January 24, 2005 (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 Fourteenth Supplemental Indenture, dated August 3, 2004, among the Company, the Guarantors and The Bank of New York, as 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 7% Series L Senior Notes due 2012 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 issuance of the Indenture pursuant to which the Securities and the Covered Guaranty will be issued and have reviewed a signed copy of the Indenture bearing the signature of W. Edward Walter on behalf of the Company and John A. Carnella on behalf of each of the Guarantors, including the Covered Guarantor.

 


Host Marriott, L.P.

City Center Hotel Limited Partnership

Latham & Watkins LLP

January 24, 2005

Page 2

 

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

 

  (i) the Second Amended and Restated Limited Partnership Agreement of City Center Hotel Limited Partnership, dated as of June 18, 1987, as amended by an Amendment of Partnership Agreement, dated as of December 29, 1995, a Second Amendment to Second Amended and Restated Limited Partnership Agreement, dated as of December 23, 1998, an Amendment to Agreement of Limited Partnership, dated as of December 27, 1998 and an Amendment to Agreement of Limited Partnership, dated as of December 28, 1998 (as so amended, the “Partnership Agreement”);

 

  (ii) the Resolutions of the Board of Managers of Host LaJolla LLC, dated July 27, 2004; and

 

  (iii) the Resolutions of the Board of Directors of Host Marriott Corporation, dated July 13, 2004.

 

The documents described in (i), (ii) and (iii) above are collectively referred to herein as the “Corporate Documents.” With respect to all factual matters, we have relied solely upon, and have assumed the accuracy, completeness and genuineness of, the representations, warranties and certificates contained in and made pursuant to, the Operative Documents and the Corporate Documents.

 

We have not served as general counsel for any of the parties to, nor have we been involved in the transactions contemplated in, the Operative Documents. We have represented the Covered Guarantor only with respect to the rendering of this opinion.

 

In rendering the opinions set forth below, we have relied, with your permission, upon the following specific assumptions, the accuracy of which we have not independently verified:

 

(i) Except for the Operative Documents, there are no other documents or agreements executed by or between any of the parties that would expand or otherwise modify the obligations of the Covered Guarantor under the Covered Guaranty or that would have any effect on the opinion rendered herein;

 

(ii) In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies and that the duly elected officers as identified and signed the Officer’s Certificate are the only parties which executed documents on behalf of the Covered Guarantor; and

 

(iii) The Partnership Agreement of the Covered Guarantor that has been provided to us is the current Partnership Agreement of the Covered Guarantor, and there have been no

 


Host Marriott, L.P.

City Center Hotel Limited Partnership

Latham & Watkins LLP

January 24, 2005

Page 3

 

amendments to such Partnership Agreement that would have any effect on the opinion rendered herein.

 

We are members of the Bar of the State of Minnesota, and this opinion relates only to the laws of the State of Minnesota. We are not opining on the laws of any other jurisdiction or federal law, including federal securities law, or any state securities law, including Minnesota securities laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including the federal laws of the United States, or as to any matters of municipal law or the laws of any local agencies within any state.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:

 

(1) The Indenture has been duly authorized by all necessary corporate action of the Covered Guarantor and has been duly executed and delivered by the Covered Guarantor.

 

(2) The notation of Covered Guaranty to be endorsed on the Securities has been duly authorized by all necessary corporate action of the Covered Guarantor.

 

To the extent that the obligations of the Company and each Guarantor under the Operative Documents may be dependent upon such matters, we assume for purposes of this opinion that the Trustee, Company and each Guarantor other than the Covered Guarantor: (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) has the requisite organizational and legal power and authority to perform its obligations under each of the Operative Documents to which it is a party; (c) is duly qualified to engage in the activities contemplated by each such Operative Document; and (d) has duly authorized, executed and delivered each such Operative Document.

 

This opinion is for the benefit of the addressees hereof and we consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Validity of the Securities” contained in the prospectus contained therein. Except as set forth in the preceding sentence, this letter may not be quoted for any other purpose without our prior written consent.

 

Very truly yours,

 

/s/    Dorsey & Whitney LLP

 

 

RAK

 


 

Schedule A

 

Guarantors

 

Name


 

Jurisdiction

of

Formation


HMH Rivers, L.P.

  Delaware

HMH Marina LLC

  Delaware

HMC SBM Two LLC

  Delaware

HMC PLP LLC

  Delaware

HMC Retirement Properties, L.P.

  Delaware

HMH Pentagon LLC

  Delaware

Airport Hotels LLC

  Delaware

Chesapeake Financial Services LLC

  Delaware

HMC Capital Resources LLC

  Delaware

YBG Associates LLC

  Delaware

PRM LLC

  Delaware

Host Park Ridge LLC

  Delaware

Host of Boston, Ltd.

  Massachusetts

Host of Houston, Ltd.

  Texas

Host of Houston 1979

  Texas

Philadelphia Airport Hotel LLC

  Delaware

HMC Hartford LLC

  Delaware

HMH Norfolk LLC

  Delaware

HMH Norfolk, L.P

  Delaware

HMC Park Ridge LLC

  Delaware

HMC Suites LLC

  Delaware

HMC Suites Limited Partnership

  Delaware

Wellsford-Park Ridge HMC Hotel Limited Partnership

  Delaware

Farrell’s Ice Cream Parlor Restaurants LLC

  Delaware

HMC Burlingame LLC

  Delaware

HMC Capital LLC

  Delaware

HMC Grand LLC

  Delaware

HMC Hotel Development LLC

  Delaware

HMC Mexpark LLC

  Delaware

HMC Polanco LLC

  Delaware

HMC NGL LLC

  Delaware

HMC OLS I L.P.

  Delaware

HMC Seattle LLC

  Delaware

HMC Swiss Holdings LLC

  Delaware

HMH Restaurants LLC

  Delaware

HMH Rivers LLC

  Delaware

HMH WTC LLC

  Delaware

Host La Jolla LLC

  Delaware

City Center Hotel Limited Partnership

  Minnesota

PM Financial LLC

  Delaware

 


PM Financial LP

  Delaware

HMC Chicago LLC

  Delaware

HMC HPP LLC

  Delaware

HMC Desert LLC

  Delaware

HMC Hanover LLC

  Delaware

HMC Diversified LLC

  Delaware

HMC Properties I LLC

  Delaware

HMC Potomac LLC

  Delaware

HMC East Side II LLC

  Delaware

HMC Manhattan Beach LLC

  Delaware

Chesapeake Hotel Limited Partnership

  Delaware

HMH General Partner Holdings LLC

  Delaware

HMC IHP Holdings LLC

  Delaware

HMC OP BN LLC

  Delaware

S.D. Hotels LLC

  Delaware

HMC Gateway LLC

  Delaware

HMC Pacific Gateway LLC

  Delaware

HMC Market Street LLC

  Delaware

New Market Street LP

  Delaware

Times Square LLC

  Delaware

Times Square GP LLC

  Delaware

HMC Atlanta LLC

  Delaware

Ivy Street LLC

  Delaware

HMC Properties II LLC

  Delaware

Santa Clara HMC LLC

  Delaware

HMC BCR Holdings LLC

  Delaware

HMC Palm Desert LLC

  Delaware

HMC Georgia LLC

  Delaware

HMC SFO LLC

  Delaware

Market Street Host LLC

  Delaware

HMC Property Leasing LLC

  Delaware

HMC Host Restaurants LLC

  Delaware

Durbin LLC

  Delaware

HMC HT LLC

  Delaware

HMC JWDC LLC

  Delaware

HMC OLS I LLC

  Delaware

HMC OLS II L.P.

  Delaware

HMT Lessee Parent LLC

  Delaware

HMC/Interstate Manhattan Beach, L.P.

  Delaware

Ameliatel

  Florida

HMC Amelia I LLC

  Delaware

HMC Amelia II LLC

  Delaware

Rockledge Hotel LLC

  Delaware

Fernwood Hotel LLC

  Delaware

HMC Copley LLC

  Delaware

HMC Headhouse Funding LLC

  Delaware

 


Ivy Street Hopewell LLC

  Delaware

HMC Diversified American Hotels, L.P.

  Delaware

Potomac Hotel Limited Partnership

  Delaware

HMC AP GP LLC

  Delaware

HMC AP LP

  Delaware

HMC AP Canada Company

  Nova Scotia

HMC Toronto Airport GP LLC

  Delaware

HMC Toronto Airport LP

  Delaware

HMC Toronto EC GP LLC

  Delaware

HMC Toronto EC LP

  Delaware

HMC Charlotte GP LLC

  Delaware

HMC Charlotte LP

  Delaware

HMC Charlotte (Calgary) Company

  Nova Scotia

Calgary Charlotte Holdings Company

  Nova Scotia

HMC Grace (Calgary) Company

  Nova Scotia

HMC Maui LLC

  Delaware

HMC Lenox LLC

  Delaware

Calgary Charlotte Partnership

  Alberta

HMC Chicago Lakefront LLC

  Delaware

HMC East Side LLC

  Delaware

HMC Kea Lani LLC

  Delaware

HMC East Side Hotel Associates, L.P.

  Delaware