S-4/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EXPEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	4700	20-2705720
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

SEE TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE

333 108^th Avenue N.E.

Bellevue, WA 98004

(425) 679-7200

(Address, including zip code, and telephone number, including area code, of each of the registrants’ principal executive offices)

Burke F. Norton, Esq.

Executive Vice President, General Counsel and Secretary

333 108^th Avenue N.E.

Bellevue, WA 98004

(425) 679-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Andrew J. Nussbaum, Esq.

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, NY 10019

(212) 403-1000

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification  No.
Classic Vacations, LLC*	Nevada	4700	04-3612673
Egencia LLC*	Nevada	4700	02-0629848
Expedia, Inc.*	Washington	4700	91-1996083
Expedia US, Inc.*	Nevada	4700	20-0845822
Hotels.com GP, LLC*	Texas	4700	75-2942059
Hotels.com, L.P.*	Texas	4700	75-2942061
Hotwire, Inc.*	Delaware	4700	74-2938016
HRN 99 Holdings, LLC*	New York	4700	13-4179783
IAN.com, LP*	Delaware	4700	42-1612329
Interactive Affiliate Network, LLC*	Delaware	4700	42-1612328
Travelscape, LLC*	Nevada	4700	88-0392667
TripAdvisor Holdings, LLC*	Massachusetts	2741	01-0852361
TripAdvisor LLC*	Delaware	2741	04-3503532

* All subsidiary guarantor registrants have the following principal executive office:

c/o Expedia, Inc.

333 108th Avenue N.E.

Bellevue, WA 98004

(425) 679-7200

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Registration Statement on Form S-4, initially filed with the Securities and Exchange Commission on September 29, 2010 (File No. 333-169654 through 333-169654-13), is to file revised versions of Exhibit 5.1, Exhibit 5.2, Exhibit 5.3, Exhibit 5.4, Exhibit 5.5, Exhibit 5.6, Exhibit 23.1, Exhibit 23.2, Exhibit 23.3, Exhibit 23.4, Exhibit 23.5 and Exhibit 23.6 to the Registration Statement. This Amendment No.1 does not modify any provisions of the prospectus constituting Part I or Items 20 or 22 of the Registration Statement. Accordingly, this Amendment No. 1 does not include a copy of the prospectus.

EXPEDIA, INC.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Expedia, Inc.

Expedia’s certificate of incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. Expedia’s bylaws provide mandatory indemnification to the fullest extent authorized by the Delaware General Corporation Law with respect to actions, suits, or proceedings that a person is party to, or threatened to be made a party to or otherwise involved in, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of Expedia, or by reason of the fact that he is or was a director or officer of Expedia and serving in certain other capacities; provided that any such person has met the applicable standard of conduct set forth in the Delaware General Corporation Law described below and that such persons will be indemnified with respect to actions or suits initiated by such persons only if such action was first approved by the board of directors. Expedia’s bylaws include within this right to indemnification the right to be paid by Expedia the expenses incurred in defending such a proceeding in advance of its final disposition; provided that, in certain circumstances, the person provides an undertaking to Expedia to repay such expenses, if it is ultimately determined that such party was not entitled to indemnity by Expedia. From time to time, Expedia’s officers and directors may be provided with indemnification agreements that are consistent with or greater than the foregoing provisions. Expedia has policies of directors’ and officers’ liability insurance which insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. Expedia believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

Expedia is incorporated in the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of certain other entities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided that with respect to proceedings by or in the right of a corporation to procure a judgment in its favor, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery, or such other court, shall deem proper.

The underwriting, distribution or similar agreements filed or to be filed as exhibits to this Registration Statement may contain provisions regarding indemnification of Expedia’s directors and officers against certain liabilities under the Securities Act of 1933, as amended, and regarding contribution with respect to payments that the underwriters or agents or their controlling persons may be required to make in respect of those liabilities.

Subsidiary Guarantor Registrants

Delaware Corporation Guarantors—Hotwire, Inc.

For a description of Delaware law see above under the heading “Expedia, Inc.” Hotwire, Inc.’s bylaws provide generally for indemnification to the fullest extent not prohibited by Delaware law for directors and executive officers of the corporation.

Delaware Limited Liability Company Guarantors—TripAdvisor LLC; Interactive Affiliate Network, LLC

Section 18-108 of the Delaware Limited Liability Company Act permits a limited liability company, subject to such standards and restrictions, if any, as are set forth in such limited liability company’s limited liability company agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. TripAdvisor LLC’s limited liability company agreement requires the company to indemnify past and present members, officers, directors, shareholders, partners, employees, consultants, representatives, advisors and agents of TripAdvisor LLC and any member thereof to the full extent permitted by Delaware law, except that any such person or entity who or which initiates an action, suit or proceeding will only be indemnified if the action, suit or proceeding was authorized by the sole member of TripAdvisor LLC. Interactive Affiliate Network, LLC’s limited liability company agreement contains no indemnification provision.

Delaware Limited Partnership Guarantor—IAN.com, LP

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act permits a limited partnership, subject to such standards and restrictions, if any, as are set forth in such limited partnership’s limited partnership agreement, to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. IAN.com, LP’s agreement of limited partnership requires indemnification of partners, officers, employees and other representatives of IAN.com, LP and any manager, member of any executive committee of any partner, officer, director, employee, administrator, trustee, general or limited partner of any partner, shareholder, member, beneficiary or other holder of an equity interest of any partner or officer, director, employee or other authorized representative of any of the foregoing or any of their affiliates to the full extent permitted by Delaware law.

Texas Limited Partnership Guarantor—Hotels.com, L.P.

Hotels.com, L.P.’s agreement of limited partnership requires it to indemnify, to the fullest extent permitted by law, each general partner, its affiliates and their respective officers, directors, partners, employees and agents against all losses, costs, liabilities, damages and expenses (including fees and disbursements of counsel) that any of them may incur as a general partner or in performing the obligations of the general partner, but excluding any such items incurred as a result of something for which the general partner is liable as a result of the failure to satisfy its standards of performance under the agreement of limited partnership, which generally require the general partner to perform its duties in good faith and in the best interests of the partnership and to devote such time and effort as is reasonably necessary to manage the limited partnership prudently. Hotels.com, L.P.’s agreement of limited partnership further requires it to advance to each such person expenses associated with the defense of any related action.

Chapter 8 of the Texas Business Organizations Code (the “TBOC”) requires a limited partnership to indemnify a general partner against reasonable expenses actually incurred by such person in connection with a proceeding in which such person is a respondent because such person is or was a general partner if such person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Further, Chapter 8 of the TBOC permits a limited partnership to indemnify a general partner that was, is, or is threatened to be made a respondent in a proceeding against judgments and expenses that are reasonable and actually incurred by such person in connection with such proceeding if it is determined that: (1) such person (a) acted in good faith, (b) reasonably believed, in the case of conduct in such person’s official capacity, that such person’s conduct was in the limited partnership’s best interest and, in any other case, that such person’s conduct was not opposed to the limited partnership’s best interests, and (c) in the case of a criminal proceeding, did not have a reasonable cause to believe such person’s conduct was

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unlawful and (2) with respect to expenses, the amount of such expenses is reasonable. Under Chapter 8 of the TBOC, indemnification of a general partner that is found liable to the limited partnership or found liable because such person improperly received a personal benefit (1) is limited to reasonable expenses actually incurred, (2) does not include a judgment, a penalty, a fine, or an excise or similar tax and (3) may not be made if such person has been found liable for (a) willful or intentional misconduct in the performance of any duties to the limited partnership, (b) breach of any duty of loyalty owed to the limited partnership or (c) an act or omission not committed in good faith that constitutes a breach of any duty owed by such person to the limited partnership.

Chapter 8 of the TBOC permits a limited partnership to pay or reimburse reasonable expenses incurred by a general partner who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the required determinations after the limited partnership receives (1) a written affirmation by the general partner of such person’s good faith belief that the person has met the standard of conduct necessary for indemnification and (2) a written undertaking by or on behalf of such person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Chapter 8 of the TBOC.

Chapter 8 of the TBOC permits a limited partnership to indemnify and advance expenses to persons other than a general partner, including officers, employees or agents, as provided by the limited partnership’s agreement of limited partnership, action of the general partner or contract, among other means.

Chapter 8 of the TBOC provides that a written partnership agreement of a limited partnership may restrict the circumstances under which the limited partnership must or may indemnify or may advance expenses to a person under such Chapter 8 of the TBOC.

Chapter 8 of the TBOC permits a limited partnership to purchase or procure or establish and maintain insurance or other arrangements to indemnify and hold harmless its general partners, officers, employees and agents against any liability (1) asserted against and incurred by such person in that capacity or (2) arising out of the person’s status in that capacity, without regard to whether the limited partnership otherwise would have the power to indemnify such person against that liability under Chapter 8 of the TBOC.

Texas Limited Liability Company Guarantor—Hotels.com GP, LLC

Hotels.com GP, LLC’s articles of organization expressly empower the company (1) to indemnify persons for whom indemnification is permitted by statutes governing Texas corporations to the fullest extent permissible under such statutes and (2) to purchase insurance as the company deems necessary or appropriate. Hotels.com GP, LLC’s articles of incorporation further provide that such power is cumulative of powers and/or rights under law, the regulations of the company, contract or otherwise.

Hotels.com GP, LLC’s regulations require it to indemnify, to the fullest extent permitted by the TBOC (or by its predecessor limited liability company and corporation statutes as in effect from time to time since the adoption of the regulations on June 28, 2001 to the extent such statutes provided broader indemnification rights), each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that such person is or was a manager of the company or, while a manager, is or was serving at the request of the company as a manager, director, officer, partner or similar functionary of another entity against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such proceeding. Hotels.com GP, LLC’s regulations further expressly provide that rights to indemnification under the regulations include the right to be paid or reimbursed by the company the reasonable expenses incurred by an indemnifiable person who was, is, or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person’s ultimate entitlement to indemnification, but only upon delivery to the company of (1) a written affirmation by such person of such person’s good faith belief that such person has met the standard of conduct necessary for indemnification and (2) a written undertaking by or on behalf of such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified.

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Chapter 8 of the TBOC does not apply to a limited liability company unless the governing documents of the company adopt such provisions. Under Chapter 8 of the TBOC, the governing documents of a limited liability company are not required to adopt the provisions of Chapter 8 of the TBOC and may contain other provisions relating to indemnification, advancement of expenses and insurance. The indemnification, including advancement of expenses, of managers set forth in Hotels.com GP, LLC’s regulations is expressly limited to indemnification permitted by the TBOC.

The provisions of Chapter 8 of the TBOC require a manager-managed limited liability company to indemnify a manager against reasonable expenses actually incurred by such person in connection with a proceeding in which such person is a respondent because such person is or was a manager if such person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Further, the provisions of Chapter 8 of the TBOC permit a manager-managed limited liability company to indemnify a manager that was, is, or is threatened to be made a respondent in a proceeding against judgments and expenses that are reasonable and actually incurred by such person in connection with such proceeding if it is determined that: (1) such person (a) acted in good faith, (b) reasonably believed, in the case of conduct in such person’s official capacity, that such person’s conduct was in the limited liability company’s best interest and, in any other case, that such person’s conduct was not opposed to the limited liability company’s best interests, and (c) in the case of a criminal proceeding, did not have a reasonable cause to believe such person’s conduct was unlawful and (2) with respect to expenses, the amount of expenses is reasonable. Under the provisions of Chapter 8 of the TBOC, indemnification of a manager that is found liable to the limited liability company or found liable because such person improperly received a personal benefit (1) is limited to reasonable expenses actually incurred, (2) does not include a judgment, a penalty, a fine, or an excise or similar tax, and (3) may not be made if such person has been found liable for (a) willful or intentional misconduct in the performance of any duties to the limited liability company, (b) breach of any duty of loyalty owed to the limited liability company or (c) an act or omission not committed in good faith that constitutes a breach of any duty owed by such person to the limited liability company. The indemnification provisions of the TBOC’s predecessor corporation statute as in effect from and after the adoption of Hotels.com GP, LLC’s regulations are generally consistent with those of the TBOC, except that the indemnification provisions of such predecessor statute did not expressly prohibit indemnification against reasonable expenses actually incurred in connection with a proceeding in which the indemnifiable person is found liable for (a) a breach of any duty of loyalty or (b) an act or omission not committed in good faith that constitutes a breach of any duty owed by such person.

The provisions of Chapter 8 of the TBOC permit a limited liability company to pay or reimburse reasonable expenses incurred by a manager who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the required determinations after the limited liability company receives (1) a written affirmation by the manager of such person’s good faith belief that the person has met the standard of conduct necessary for indemnification and (2) a written undertaking by such person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Chapter 8 of the TBOC.

Hotels.com GP, LLC’s regulations permit the company, by adoption of a resolution of the managers, to indemnify and advance expenses to an officer, employee or agent of the company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to a manager under the regulations and to indemnify and advance expenses to others who are or were serving at the request of the company as a manager, director, officer, partner or similar functionary of another entity against liabilities asserted against such person and incurred by such person in such capacity or arising out of such person’s status as such a person to the same extent that it may indemnify and advance expenses to a manager under the Hotels.com GP, LLC’s regulations.

Chapter 8 of the TBOC permits a manager-managed limited liability company to indemnify and advance expenses to persons other than a manager, including officers, employees, or agents, as provided by the limited liability company’s governing documents, action of the general partner, or contract, among other means.

Hotels.com GP, LLC’s regulations permit the company to purchase and maintain insurance to protect any person who is or was serving as a manager, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, officer, partner or similar functionary of another entity against any expense, liability, or loss, whether or not the company would have the power to indemnify such person against such expense, liability, or loss under its regulations.

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New York Limited Liability Company Guarantor—HRN 99 Holdings, LLC

Section 420 of the New York Limited Liability Company Law permits a limited liability company to indemnify and hold harmless, and advance expenses to, any member, manager, or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such person establishes (1) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (2) that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. HRN 99 Holdings, LLC’s operating agreement requires indemnification to the full extent permitted by law for a manager or member for any loss, damage or claim incurred by such manager or member by reason of any act or omission performed or omitted to be performed by such manager or member in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such manager or member by the company’s operating agreement, except that no manager or member will be indemnified in respect of any loss, damage or claim incurred by such manager or member by reason of willful misconduct with respect to such act or omission.

Nevada Corporation—Expedia US, Inc.

Section 78.7502(1) of the Nevada Revised Statutes permits indemnification of any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he (a) is not liable pursuant to Nevada Revised Statutes Section 78.138, or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 78.7502(2) of the Nevada Revised Statutes permits indemnification of any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he (a) is not liable pursuant to Nevada Revised Statutes Section 78.138, or (b) acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the corporation. Section 78.7502(2) of the Nevada Revised Statutes provides further that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all of the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee and agent of the corporation for any liability asserted against him and liability and expenses incurred by him in such capacity, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. Expedia US, Inc.’s bylaws provide for indemnification to the fullest extent permitted by Nevada law and provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation or through insurance purchased and maintained by the corporation or through other financial arrangements made by the corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.

Nevada Limited Liability Company Guarantors—Classic Vacations, LLC; Egencia LLC; Travelscape, LLC

Section 86.411 of the Nevada Revised Statutes permits indemnification (in a proceeding other than by the company) of any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason

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of the fact that he is or was a manager, member, employee or agent of the company, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 86.421 of the Nevada Revised Statutes permits indemnification (in a proceeding by the company) of any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that he is or was a manager, member, employee or agent of the company, against expenses, including amounts paid in settlement and attorney’s fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the company. Section 86.421 of the Nevada Revised Statutes provides further that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all of the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 86.461 of the Nevada Revised Statutes allows a company to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a member, manager, employee or agent of the company for any liability asserted against him and liability and expenses incurred by him in such capacity, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Classic Vacations, LLC’s operating agreement, Egencia LLC’s operating agreement and Travelscape, LLC’s operating agreement require indemnification to the fullest extent permitted by Chapter 86 of the Nevada Revised Statutes of the member, any other person designated by the member as a covered person, or any person who at the time of the act or omission in question was a member or a person designated by a member as a covered person.

Washington Corporation Guarantor—Expedia, Inc.

Washington Business Corporation Act (the “WBCA”) (See RCW 23B.08.510) permits a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director in situations where (1) the individual acted in good faith; (2) the individual reasonably believed in the case of conduct in the individual’s official capacity that the conduct was in the corporation’s best interests; and (3) in all other cases that the individual’s conduct was at least not opposed to the corporation’s best interests, and in the case of any criminal proceeding, the individual had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that the personal benefit was improperly received. Indemnification pursuant to RCW 23B.08.510 is limited to reasonable expenses incurred in connection with the proceeding. Unless limited by its articles of incorporation, a corporation must indemnify a director or officer who is wholly successful in the defense of any proceeding to which he was a party because of being a director of the corporation.

Expedia, Inc.’s (a Washington corporation and wholly owned subsidiary of Expedia (“Expedia (WA)”)) amended and restated articles of incorporation generally require the indemnification of the corporation’s directors and officers to the full extent permitted by the WBCA, but shall not apply to (1) acts or omissions of the director or officer finally adjudged to be intentional misconduct or a knowing violation of the law; (2) conduct of the director or officer finally adjudged to be in violation of RCW 23B.08.310; or (3) any transaction with respect to which it was finally adjudged that such director or officer personally received a benefit in money, property or services to which the director was not legally entitled.

Expedia (WA)’s bylaws generally provide that the directors and officers (and legal representatives of such directors and officers) will be indemnified to the fullest extent authorized by the WBCA with respect to third-party actions, suits, investigations or proceedings; provided that any such person has met the applicable standard of conduct set forth in the WBCA. Expedia (WA)’s bylaws further provide that directors and officers (and legal representatives of such directors and officers) will be indemnified with respect to actions or suits initiated by such person only if such action was first approved by the board of directors. Expedia (WA)’s bylaws allow the

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corporation to pay all expenses incurred by a director or officer (or legal representatives of such directors or officers) in defending any proceeding in which the scope of the indemnification provisions as such expenses are incurred in advance of its final disposition, upon an undertaking by such party to repay such expenses, if it is ultimately determined that such party was not entitled to indemnity by the corporation. From time to time, Expedia (WA)’s officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. Expedia (WA) has policies of directors’ and officers’ liability insurance which insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. Expedia (WA) believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

The underwriting, distribution or similar agreements filed or to be filed as exhibits to this Registration Statement may contain provisions regarding indemnification of Expedia (WA)’s directors and officers against certain liabilities under the Securities Act of 1933, as amended, and regarding contribution with respect to payments that the underwriters or agents or their controlling persons may be required to make in respect of those liabilities.

Massachusetts Limited Liability Company Guarantor—TripAdvisor Holdings, LLC

The Massachusetts Limited Liability Company Act (Mass. Gen. Laws ch. 156C) permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. TripAdvisor Holdings, LLC’s limited liability company agreement requires indemnification of every person who is or has been a member, manager, director, officer or certain other covered persons of the company in connection with claims or proceedings in which he became involved by virtue of his having been a member, manager, director, officer or certain other covered person of the company to the fullest extent authorized by the Massachusetts Limited Liability Company Act. No indemnification shall be provided for any person with respect to any matter as to which that person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the person’s action was in the best interest of the company. TripAdvisor Holdings, LLC is permitted to purchase insurance to protect itself and those persons protected under the indemnification provisions of its limited liability company agreement.

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Item 21. Exhibits

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Expedia, Inc. (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on August 15, 2005)
3.2	Amended and Restated By-Laws of Expedia, Inc. (incorporated herein by reference to Exhibit 3.3 to our Current Report on Form 8-K, filed on August 15, 2005)
4.1	Indenture, dated as of August 5, 2010, by and among Expedia, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on August 10, 2010)
4.2	Registration Rights Agreement, dated August 5, 2010, by and among Expedia, Inc., the Guarantors party thereto and Banc of America Securities LLC and J.P. Morgan Securities Inc. in relation to Expedia, Inc.’s 5.95% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on August 10, 2010)
5.1*	Legal opinion of Wachtell, Lipton, Rosen & Katz
5.2*	Legal Opinion of Bingham McCutchen LLP
5.3*	Legal Opinion of Holland & Hart, LLP
5.4*	Legal Opinion of Jones Day
5.5*	Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP
5.6*	Legal Opinion of Perkins Coie, LLP
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1*	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)
23.2*	Consent of Bingham McCutchen LLP (contained in Exhibit 5.2)
23.3*	Consent of Holland & Hart, LLP (contained in Exhibit 5.3)
23.4*	Consent of Jones Day (contained in Exhibit 5.4)
23.5*	Consent of Morris, Nichols, Arsht & Tunnell LLP (contained in Exhibit 5.5)
23.6*	Consent of Perkins Coie, LLP (contained in Exhibit 5.6)
23.7	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney
25.1	Statement of Eligibility of Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter from Expedia, Inc. to Brokers, Dealers
99.4	Form of Letter to Clients

* filed herewith

II-8

Item 22. Undertakings

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and/or

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Each of the undersigned registrants hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any of the registrants, pursuant to the foregoing provisions, or otherwise, each of the undersigned registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the corresponding registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

EXPEDIA, INC.
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President and Chief Executive Officer, Director (Principal Executive Officer)	November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)	November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer and Controller (Principal Accounting Officer)	November 9, 2010
* (Barry Diller)	Director (Executive Chairman of the Board)	November 9, 2010
* (Victor A. Kaufman)	Director (Vice Chairman)	November 9, 2010
* (A. George Battle)	Director	November 9, 2010
* (Craig A. Jacobson)	Director	November 9, 2010
* (Jonathan L. Dolgen)	Director	November 9, 2010
* (William R. Fitzgerald)	Director	November 9, 2010
* (José A. Tazón)	Director	November 9, 2010
* (Peter M. Kern)	Director	November 9, 2010
* (John C. Malone)	Director	November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

HOTWIRE, INC.
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Clement Bason)	President (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Office (Principal Accounting Officer)		November 9, 2010
* (Dara Khosrowshahi)	Director		November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Secretary and Director		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

EXPEDIA, INC. (a Washington Corporation)
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President and Chief Executive Officer, Director (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer and Controller (Principal Accounting Officer)		November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Secretary and Director		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

EXPEDIA US, INC.
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President, Director (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)		November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Secretary and Director		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

CLASSIC VACATIONS, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Greg Bernd)	Co-President (Principal Executive Officer)	November 9, 2010
* (David Hu)	Co-President (Principal Executive Officer)	November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)	November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)	November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

HOTELS.COM GP, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President, Manager (Principal Executive Officer)	November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)	November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)	November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Secretary and Manager	November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

HOTELS.COM GP, LLC IAN.COM, L.P.
By:	HOTELS.COM GP, LLC, its general partner
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President, Manager of Hotels.com GP, LLC (the general partner) (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Secretary and Manager of Hotels.com GP, LLC (the general partner)		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

HRN 99 HOLDINGS, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Manager (Principal Executive Officer)	November 9, 2010
/S/    BURKE F. NORTON         (Burke F. Norton)	Manager (Principal Executive Officer)	November 9, 2010

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

INTERACTIVE AFFILIATE NETWORK, L.L.C. TRAVELSCAPE, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	President (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

TRIPADVISOR HOLDINGS, LLC
TRIPADVISOR, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Stephen Kaufer)	President and Chief Executive Officer (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 9, 2010.

EGENCIA, LLC
By:	/S/    MICHAEL B. ADLER
Name:	Michael B. Adler
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* (Dara Khosrowshahi)	Chief Executive Officer (Principal Executive Officer)		November 9, 2010
/S/    MICHAEL B. ADLER         (Michael B. Adler)	Chief Financial Officer (Principal Financial Officer)		November 9, 2010
* (Patricia L. Zuccotti)	Chief Accounting Officer (Principal Accounting Officer)		November 9, 2010
*by: /S/    BURKE F. NORTON         Attorney in Fact

II-12

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Expedia, Inc. (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on August 15, 2005)
3.2	Amended and Restated By-Laws of Expedia, Inc. (incorporated herein by reference to Exhibit 3.3 to our Current Report on Form 8-K, filed on August 15, 2005)
4.1	Indenture, dated as of August 5, 2010, by and among Expedia, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on August 10, 2010)
4.2	Registration Rights Agreement, dated August 5, 2010, by and among Expedia, Inc., the Guarantors party thereto and Banc of America Securities LLC and J.P. Morgan Securities Inc. in relation to Expedia, Inc.’s 5.95% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on August 10, 2010)
5.1*	Legal opinion of Wachtell, Lipton, Rosen & Katz
5.2*	Legal Opinion of Bingham McCutchen LLP
5.3*	Legal Opinion of Holland & Hart, LLP
5.4*	Legal Opinion of Jones Day
5.5*	Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP
5.6*	Legal Opinion of Perkins Coie, LLP
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1*	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)
23.2*	Consent of Bingham McCutchen LLP (contained in Exhibit 5.2)
23.3*	Consent of Holland & Hart, LLP (contained in Exhibit 5.3)
23.4*	Consent of Jones Day (contained in Exhibit 5.4)
23.5*	Consent of Morris, Nichols, Arsht & Tunnell LLP (contained in Exhibit 5.5)
23.6*	Consent of Perkins Coie, LLP (contained in Exhibit 5.6)
23.7	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney
25.1	Statement of Eligibility of Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter from Expedia, Inc. to Brokers, Dealers
99.4	Form of Letter to Clients

* filed herewith

EX-5.1

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

November 9, 2010

Expedia, Inc.

333 108th Avenue N.E.

Bellevue, WA 98004

Re: Expedia, Inc. Registration Statement on Form S-4 initially filed on September 29, 2010

Ladies and Gentlemen:

We have acted as special counsel to Expedia, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on September 29, 2010, and amended on the date hereof, of the proposed offer by the Company to exchange (the “Exchange Offer”) $750,000,000 of its outstanding unregistered 5.95% Senior Notes due 2020 (the “Outstanding Notes”) and the related guarantees for (i) a like principal amount of 5.95% Senior Notes (the “Registered Notes”) and (ii) guarantees (the “Guarantees”) of the Guarantors listed in the Registration Statement (the “Registrant Guarantors”) pursuant to the Indenture referred to below, in each case registered under the Act. The Company is proposing the Exchange Offer pursuant to a Registration Rights Agreement with respect to the Outstanding Notes by and among the Company, Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the Initial Purchasers named therein, dated August 5, 2010.

The Outstanding Notes have been, and the Registered Notes will be, issued pursuant to an Indenture dated as of August 5, 2010 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

We have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. The Registered Notes and the Indenture are referred to herein as the “Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. As to any facts material to this opinion which we did not independently establish or verify, we have, with your consent, relied upon the statements,

Expedia, Inc.

November 9, 2010

Page 2

certificates and representations of officers and other representatives of parties to the Transaction Documents. We have also assumed the valid authorization, execution and delivery of the Indenture by each party thereto other than HRN 99 Holdings, LLC, and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority to perform its obligations thereunder and that each of the Transaction Documents constitutes the valid and binding obligation of all such other parties, enforceable against them in accordance with its terms.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York and the federal securities laws of the United States of America, in each case as in effect on the date hereof (the “Relevant Laws”).

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the Commonwealth of Massachusetts, we have relied upon the opinion dated November 9, 2010 of Bingham McCutchen LLP, special counsel to the Registrant Guarantor organized in the Commonwealth of Massachusetts; (ii) the laws of the State of Nevada, we have relied upon the opinion dated November 9, 2010 of Holland & Hart, LLP, special counsel to the Registrant Guarantors incorporated or organized in the State of Nevada; (iii) the laws of the State of Texas, we have relied upon the opinion dated November 9, 2010 of Jones Day, special counsel to the Registrant Guarantors incorporated or organized in the State of Texas; (iv) the laws of the State of Delaware, we have relied upon the opinion dated November 9, 2010 of Morris, Nichols, Arsht & Tunnell LLP, special counsel to Registrant Guarantors incorporated or organized in the State of Delaware and (v) the laws of the State of Washington, we have relied upon the opinion dated November 9, 2010 of Perkins Coie LLP, special counsel to the Registrant Guarantor incorporated in the State of Washington, in each case of clauses (i) through (v), which are opinions being filed as an exhibit to the Registration Statement.

Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Outstanding Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement, (iii) the Registered Notes have been duly executed, authenticated, issued and delivered by the Company in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (iv) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with,

(a) the Registered Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law); and

Expedia, Inc.

November 9, 2010

Page 3

(b) the Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Registrant Guarantor, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

The opinions expressed herein are subject to the following qualifications and comments:

(a) Any provisions of the Registered Notes that permit any party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of any party to the Registered Notes, may be subject to a requirement that such action be taken or such determinations be made, and any action or inaction by such party that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith.

(b) We express no opinion as to (i) whether a federal or state court outside New York would give effect to any choice of law provided for in the Registered Notes, (ii) any provisions of the Registered Notes that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicate any controversy related to the Registered Notes or the transactions contemplated thereby, (iii) any waiver of inconvenient forum set forth in the Registered Notes or (iv) any waiver of jury trial found in the Registered Notes.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-5.2

Exhibit 5.2

[Letterhead of Bingham McCutchen LLP]

November 9, 2010

EXPEDIA, INC.

333 108th Avenue N.E.

Bellevue, WA 98004

Re: Registration Statement on Form S-4 Registration

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to TripAdvisor Holdings, LLC, a Massachusetts limited liability company (the “Company”), in connection with certain matters of Massachusetts law relating to the guarantee by the Company of $750,000,000 aggregate principal amount of 5.95% Senior Notes due 2020 (the “Exchange Notes”), to be issued by Expedia, Inc., a Delaware corporation (the “Expedia”), pursuant to an Indenture, dated as of August 5, 2010 (the “Indenture”), among Expedia, certain subsidiaries of Expedia, including the Company (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee. The Exchange Notes and the guarantees of the Guarantors will be issued in exchange for (i) an equal principal amount of Expedia’s 5.95% Senior Notes due 2020 and (ii) the related guarantees. The Exchange Notes are covered by the above-referenced Registration Statement on Form S-4, and any amendments thereto (collectively, the “Registration Statement”), filed by Expedia with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”).

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon certificates of certain of the managers, officers or other representatives of the Company and have assumed, without independent inquiry, the accuracy of those certificates. For purposes of our opinion rendered in paragraph 1 below, with respect to the formation, existence, qualification, or standing of the Company, our opinion relies entirely upon and is limited by certificates issued by the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated on or about November 5, 2010.

In connection with this opinion, we have examined originals or copies of the following documents:

(i) the Indenture;

(ii) the form of Exchange Notes attached as Exhibit A to the Indenture;

(iii) the Certificate of Organization of the Company (the “Charter”), certified by the Secretary of the Commonwealth of the Commonwealth of Massachusetts dated on or about November 8, 2010, and certified by a manager or officer of the Company as of the date hereof as being true, complete and correct and in full force and effect;

(iv) the Limited Liability Company Agreement of the Company (the “Operating Agreement”) (the Charter and the Operating Agreement together being referred to sometimes herein as the “Governing Documents”), certified by a manager or officer of the Company as of November 9, 2010 as being true, complete and correct and in full force and effect; and

(v) the certificate of an officer of the Company, as of the date hereof, as to certain actions taken by the member and managers of the Company dated as of November 9, 2010, and as to the titles, incumbency, and specimen signatures of the managers and certain officers of the Company.

This opinion is based entirely on our review of the documents listed in the preceding paragraph, and we have made no other documentary review or investigation of any kind whatsoever for purposes of this opinion.

We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.

For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts as applied by courts located in Massachusetts without regard to choice of law (except for tax, antitrust, energy, utilities, insurance, consumer protection, anti-discrimination, environmental, national security, anti-terrorism, anti-money laundering, travel, tourism, transportation, maritime, securities, investment or blue sky laws, as to which we express no opinion in this letter), and we express no opinion as to the laws of any other jurisdiction.

Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to you:

(a) We have assumed without any independent investigation that each party to the Indenture, other than the Company, at all times relevant thereto, is validly existing and in good standing under the laws of the jurisdiction in which it is organized, and is qualified to do business and in good standing under the laws of each jurisdiction where such qualification is required generally or necessary in order for such party to enforce its rights under such Indenture.

(b) We express no opinion as to the enforceability of any of the Indenture or the Exchange Notes.

(c) When any opinion set forth below is given to our knowledge, or to the best of our knowledge, or with reference to matters of which we are aware or which are known to us, or with a similar qualification, that knowledge is limited to the actual knowledge of the individual lawyers in this firm who have participated directly and substantively in the specific transactions to which this opinion relates and without any special or additional investigation undertaken for the purposes of this opinion.

(d) We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth below, we are of the opinion that:

1. The Company (a) is a limited liability company validly existing and in good standing as a limited liability company under the laws of the Commonwealth of Massachusetts and (b) has the necessary limited liability company power to guarantee the Exchange Notes pursuant to the terms of the Indenture.

2. The Company’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by all necessary limited liability company action and the Indenture has been validly authorized, executed and delivered by the Company.

We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and the reference to this firm under the heading “Legal Matters” in the related prospectus. We also consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. In rendering this opinion and giving this consent, we do not admit that we are “experts” within the meaning of the 1933 Act.

Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-5.3

Exhibit 5.3

November 9, 2010

Expedia, Inc.

333 108th Avenue N.E.

Bellevue, Washington 98004

RE: Expedia, Inc. Registration Statement on Form S-4 initially filed on September 29, 2010

Ladies and Gentlemen:

We have acted as special Nevada counsel to Expedia, Inc., a Delaware corporation (“Expedia Delaware”), Travelscape, LLC, a Nevada limited liability company (“Travelscape”), Expedia US, Inc., a Nevada corporation (“Expedia US”), Egencia LLC, a Nevada limited liability company (“Egencia”), and Classic Vacations, LLC, a Nevada limited liability company (“Classic Vacations”, together with Travelscape, Expedia US and Egencia, the “Nevada Parties”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) on September 29, 2010, of the proposed offer by Expedia Delaware to exchange an aggregate principal amount of up to $750,000,000.00 of its outstanding unregistered 5.95% Senior Notes due 2020 and the related guarantees for (i) a like principal amount of 5.95% Senior Notes due 2020 registered under the Act (the “Registered Notes”), and (ii) guarantees of the Registered Notes, also registered under the Act, by the Nevada Parties pursuant to the Indenture (defined below).

In rendering the opinions set forth herein, we have examined originals or copies of the following documents:

(i) the Indenture dated as of August 5, 2010, by and among Expedia Delaware, certain subsidiaries of Expedia Delaware, and The Bank of New York Mellon Trust Company, N.A., as trustee, and the exhibits thereto (the “Indenture”);

(ii) the Articles of Conversion filed with the Nevada Secretary of State on August 3, 2005, for the purpose of converting Travelscape, Inc., a Nevada corporation, into a limited liability company, the Articles of Organization of Travelscape filed with the Secretary of State of Nevada on August 3, 2005, as amended by that certain Certificate of Amendment thereto filed with the Nevada Secretary of State on August 10, 2005;

Holland & Hart LLP    Attorneys at Law

Phone (775) 327-3000    Fax (775) 786-6179    www.hollandhart.com

5441 Kietzke Lane    Second Floor    Reno, Nevada 89511

Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

November 9, 2010 Page 2

(iii) the Operating Agreement of Travelscape dated as of August 3, 2005;

(iv) the resolutions of the sole Member of Travelscape with respect to the transactions contemplated under the Indenture adopted by that certain Travelscape, LLC Written Consent of the Sole Member dated July 29, 2010;

(v) Certificate of Existence as to Travelscape issued by the Nevada Secretary of State on November 2, 2010 (the “Travelscape Good Standing Certificate”);

(vi) the Articles of Incorporation of IACT US, Inc. filed with the Secretary of State of Nevada on January 27, 2004, as amended by that certain Certificate of Amendment thereto filed with the Secretary of State of Nevada on April 25, 2007, for the purpose of changing the name of the corporation to Expedia US, Inc.;

(vii) the Bylaws of Expedia US adopted on January 27, 2004;

(viii) the resolutions of the board of directors of Expedia US with respect to the transactions contemplated under the Indenture adopted by that certain Unanimous Written Consent of Directors of Expedia US dated July 29, 2010;

(ix) Certificate of Existence as to Expedia US issued by the Nevada Secretary of State on November 2, 2010 (the “Expedia US Good Standing Certificate”);

(x) Articles of Conversion filed with the Nevada Secretary of State on April 16, 2004, for the purpose of converting Expedia Corporate Travel, Inc., a Nevada corporation into Expedia Corporate Travel, LLC, a Nevada limited liability company, the Articles of Organization of Expedia Corporate Travel, LLC, a Nevada limited liability company, filed with the Nevada Secretary of State on April 16, 2004, as amended by that certain Certificate of Amendment of Articles of Organization filed with the Nevada Secretary of State on June 13, 2008, for the purpose of changing the name of Expedia Corporate Travel, LLC to Egencia LLC;

(xi) the Amended and Restated Operating Agreement of Egencia dated as of March 15, 2010;

(xii) the resolutions of the sole member of Egencia with respect to the transactions contemplated under the Indenture adopted by that certain Egencia Written Consent of the Sole Member dated July 29, 2010;

(xiii) Certificate of Existence as to Egencia issued by the Nevada Secretary of State on November 2, 2010 (the “Egencia Good Standing Certificate”);

November 9, 2010 Page 3

(xiv) Articles of Conversion filed with the Nevada Secretary of State on September 19, 2005, for the purpose of converting Classic Custom Vacations, Inc., a Nevada corporation, to Classic Custom Vacations, LLC, a Nevada limited liability company, the Articles of Organization of Classic Custom Vacations, LLC, a Nevada limited liability company, filed with the Nevada Secretary of State on September 19, 2005, as amended by that certain Certificate of Amendment of Articles of Organization filed with the Nevada Secretary of State on November 28, 2005, for the purpose of changing the name of Classic Custom Vacations, LLC to Classic Vacations, LLC;

(xv) the Operating Agreement of Classic Custom Vacations, LLC dated as of September 19, 2005;

(xvi) the resolutions of the sole member of Classic Vacations, LLC with respect to the transactions contemplated under the Indenture adopted by that certain Classic Vacations, LLC Written Consent of the Sole Member dated July 29, 2010; and

(xvii) Certificate of Existence as to Classic Vacations issued by the Nevada Secretary of State on November 2, 2010 (the “Classic Vacations Good Standing Certificate”).

We have reviewed such other agreements, instruments and documents, and such questions of law as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In addition, we have examined originals or copies, certified to our satisfaction, of such certificates of public officials and officers and representatives of the Nevada Parties and we have made such inquiries of officers and representatives of the Nevada Parties as we have deemed relevant or necessary, as the basis for the opinions set forth herein. We have not, however, investigated or verified such matters of fact and do not opine as to or confirm the accuracy or completeness of such matters of fact.

The opinions expressed herein are limited to the matters expressly opined on herein, and no other opinions may be implied or inferred.

In rendering the opinions expressed below, we have, with your consent, assumed that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine, all documents submitted to us as originals or duplicate originals are authentic and all documents submitted to us as copies, whether certified or not, conform to authentic original documents and the legal capacity of all natural

November 9, 2010 Page 4

persons executing such documents. Additionally, we have, with your consent, assumed and relied upon, the following:

(a) the accuracy and completeness of all certificates and other statements, documents and records reviewed by us, and the accuracy and completeness of all schedules and exhibits contained in the Indenture, with respect to the factual matters set forth therein (we have not, however, investigated or verified such matters of fact and do not opine as to or confirm the accuracy or completeness of such matters of fact);

(b) other than with respect to Expedia Delaware and the Nevada Parties, the Indenture has been duly authorized, executed and delivered by each of the parties thereto;

(c) other than with respect to Expedia Delaware and the Nevada Parties, the persons who executed, acknowledged and delivered the Indenture on behalf of the parties thereto were duly authorized to do so by each such party;

(d) other than with respect to Expedia Delaware and the Nevada Parties, all parties to the Indenture or other documents which have been or which may be executed in connection with this transaction have the power to enter into and perform all obligations thereunder and that all requisite actions by such parties have occurred;

(e) there has not been any mutual mistake of fact, fraud, duress or undue influence;

(f) the conduct of the parties to the Indenture have complied with any requirement of good faith, fair dealing and conscionability;

(g) originals of the executed Indenture have been exchanged among all parties thereto;

(h) all exhibits referenced in the Indenture have been properly labeled and attached to the Indenture; and

(i) the resolutions in items (iv), (viii), (xii) and (xvi) in the list of the examined documents have not been rescinded, withdrawn or modified in any respect.

In rendering the opinion in paragraph 1 below as to the good standing of Travelscape, we have relied solely upon the Travelscape Good Standing Certificate. In rendering the opinion in paragraph 3 below as to the good standing of Expedia US, we have relied solely upon the Expedia US Good Standing Certificate. In rendering the opinion in paragraph 5 below as to the good standing of Egencia, we have relied solely upon the Egencia Good Standing Certificate. In rendering the opinion in paragraph 7

November 9, 2010 Page 5

below as to the good standing of Classic Vacations, we have relied solely upon the Classic Vacations Good Standing Certificate.

Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that:

1. Travelscape (a) is a limited liability company validly existing and in good standing under the laws of the State of Nevada and (b) has the requisite limited liability company power and authority to guarantee the Registered Notes pursuant to the terms of the Indenture.

2. Travelscape’s guarantee of the Registered Notes pursuant to the terms of the Indenture has been duly authorized by all necessary limited liability company action and the Indenture has been validly authorized, executed and delivered by Travelscape.

3. Expedia US (a) is a corporation validly existing and in good standing under the laws of the State of Nevada and (b) has the requisite corporate power and authority to guarantee the Registered Notes pursuant to the terms of the Indenture.

4. Expedia US’s guarantee of the Registered Notes pursuant to the terms of the Indenture has been duly authorized by all necessary corporate action and the Indenture has been validly authorized, executed and delivered by Expedia US.

5. Egencia (a) is a limited liability company validly existing and in good standing under the laws of the State of Nevada and (b) has the requisite limited liability company power and authority to guarantee the Registered Notes pursuant to the terms of the Indenture.

6. Egencia’s guarantee of the Registered Notes pursuant to the terms of the Indenture has been duly authorized by all necessary limited liability company action and the Indenture has been validly authorized, executed and delivered by Egencia.

7. Classic Vacations (a) is a limited liability company validly existing and in good standing under the laws of the State of Nevada and (b) has the requisite limited liability company power and authority to guarantee the Registered Notes pursuant to the terms of the Indenture.

8. Classic Vacations’ guarantee of the Registered Notes pursuant to the terms of the Indenture has been duly authorized by all necessary limited liability company action and the Indenture has been validly authorized, executed and delivered by Classic Vacations.

November 9, 2010 Page 6

The opinions expressed herein are based upon and are limited to the laws of the State of Nevada and we express no opinion with respect to the laws of any other state or jurisdiction or federal law.

Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. Additionally, we hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”, but in giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

Very truly yours,

/s/ Holland & Hart LLP

EX-5.4

Exhibit 5.4

[Letterhead of Jones Day]

November 9, 2010

Expedia, Inc.

333 108^th Avenue N.E.

Bellevue, WA 98004

Re: Registration Statement on Form S-4 Filed by Expedia, Inc.

Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as special Texas counsel for Hotels.com, L.P., a Texas limited partnership (the “Texas L.P.”), and Hotels.com GP, LLC, a Texas limited liability company (the “Texas LLC”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $750,000,000 aggregate principal amount of 5.95% Senior Notes due 2020 (the “Exchange Notes”) of Expedia, Inc., a Delaware corporation (the “Company”), and the related Subsidiary Guarantees (as defined below), for an equal principal amount of 5.95% Senior Notes due 2020 of the Company outstanding on the date hereof (the “Outstanding Notes”) and Subsidiary Guarantees of the Subsidiary Guarantors (as defined below) listed in the Registration Statement, pursuant to the Indenture referred to below. The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of August 5, 2010 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), by and among the Company, Texas L.P., Texas LLC (together with Texas L.P., the “Covered Guarantors” and each, a “Covered Guarantor”), the other Subsidiary Guarantors party thereto (collectively with the Covered Guarantors, the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee. The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

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Page 2

1. The Texas L.P. is a limited partnership existing and in good standing under the laws of the States of Texas, and the Texas LLC is a limited liability company existing and in good standing under the laws of the State of Texas.

2. The Indenture has been authorized by all necessary limited partnership action or limited liability company action, as applicable, of, and executed and delivery by, each Covered Guarantor.

3. The Subsidiary Guarantee of the Exchange Notes by each Covered Guarantor has been authorized by all necessary limited partnership action or limited liability company action, as applicable, of each Covered Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

The opinions expressed herein with respect to the existence and/or good standing of the Covered Guarantors are based solely on certificates of public officials as to factual matters and legal conclusions set forth therein.

For purposes of the opinions expressed herein, we have assumed that each party to the Indenture, other than the Covered Guarantors, has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of each such party.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon written statements and representations of officers and other representatives of the Covered Guarantors. The opinions expressed herein are limited to the laws of the State of Texas as currently in effect, and we express no opinion as to the effect of or the laws of any other jurisdiction on the opinions expressed herein.

We hereby consent to the reliance upon the opinions expressed herein by Wachtell, Lipton, Rosen & Katz for purposes of its opinions being delivered and filed as Exhibit 5.1 to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do

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November 9, 2010

Page 3

not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-5.5

Exhibit 5.5

[Letterhead of Morris, Nichols, Arsht & Tunnell LLP]

November 9, 2010

Expedia, Inc.

333 108th Avenue N.E.

Bellevue, WA 98004

Re: The Transaction Documents (as defined below)

Ladies and Gentlemen:

We have acted as special Delaware counsel to the Delaware Corporations (as identified and defined in Annex A hereto), the Delaware LLCs (as identified and defined in Annex B hereto) and the Delaware LP (as identified and defined in Annex C hereto) (the Delaware Corporations, the Delaware LLCs and the Delaware LP are hereinafter collectively referred to as the “Delaware Companies” and each is individually referred to as a “Delaware Company”), in connection with certain matters of Delaware law relating to:

I. the Indenture dated as of August 5, 2010 by and among Expedia (as identified and defined in Annex A hereto), as issuer, the other Delaware Companies, as guarantors, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”); and

II. the form of Exchange Notes to be issued by Expedia, as attached as Exhibit A to the Indenture (the “Exchange Notes” and together with the Indenture, the “Transaction Documents” and each, individually, a “Transaction Document”).

In rendering this opinion, we have examined and relied on copies of the following documents in the form provided to us:

A. the Indenture;

B. the Exchange Notes;

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November 9, 2010

Page  2

C. the Expedia Registration Statement on Form S-4 (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on September 29, 2010 under the Securities Act of 1933, as amended (the “Securities Act”);

D. the Governing Documents (as identified and defined in Annex D hereto);

E. the Authorizing Resolutions (as identified and defined in Annex E hereto);

F. one or more certificates of an officer of each of the Delaware Companies dated August 5, 2010;

G. one or more certificates of an officer of each of the Delaware Companies dated on or about the date hereof; and

H. certifications of good standing of each of the Delaware Companies obtained as of a recent date from the Office of the Secretary of State of the State of Delaware (the “State Office”).

In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion:

i. except to the extent addressed by our opinions in paragraphs 1, 2 and 3 below, the due incorporation, formation or organization, valid existence and good standing of each entity that is a signatory to any of the documents examined by us under the laws of the jurisdiction of its respective incorporation, formation or organization;

ii. except to the extent addressed by our opinions in paragraphs 8, 9, 10 and 11 below, the due authorization, authentication, adoption, approval, certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of the above-referenced documents by each of the signatories thereto;

iii. that payment for consideration has been made for limited liability company interests in each Delaware LLC by all members of such Delaware LLC as provided in the Governing Documents of such Delaware LLC, and all of the other terms, conditions and restrictions set forth in the Governing Documents of each Delaware LLC have been satisfied or complied with in connection with the admission of members to such Delaware LLC and the issuance of limited liability company interests in such Delaware LLC;

iv. that payment for consideration has been made for partnership interests in the Delaware LP by all partners of the Delaware LP as provided in the Governing Documents of the Delaware LP, and all of the other terms, conditions and restrictions set forth in the

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November 9, 2010

Page  3

Governing Documents of the Delaware LP have been satisfied or complied with in connection with the admission of partners to the Delaware LP and the issuance of partnership interests in the Delaware LP;

v. that the Indenture has been duly executed and delivered by Hotels.com GP, LLC, acting in its capacity as the sole general partner of the Delaware LP, under the laws of Texas;

vi. that the Transaction Documents are substantially in the form approved by the governing body of each respective Delaware Company that adopted the respective Authorizing Resolutions;

vii. that each Transaction Document is necessary or convenient to the conduct, promotion or attainment of the business of each Delaware Corporation;

viii. solely with respect to the Delaware Corporations, that the consummation of the transactions contemplated by each of the Transaction Documents does not constitute a “business combination” (as defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) with an “interested stockholder” (as defined in Section 203 of the DGCL);

ix. solely with respect to Expedia, that the consummation of the transactions contemplated by each of the Transaction Documents would not cause an adjustment reducing the Conversion Price (as defined in the Expedia Certificate of Designations (as identified and defined in Annex D hereto)) below the then par value of the shares of Common Stock (as defined in the Expedia Certificate of Designations) deliverable upon conversion of the shares of Series A Convertible Preferred Stock (as defined in the Expedia Certificate of Designations); and

x. that each of the documents examined by us is in full force and effect, sets forth the entire understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified, except as herein referenced.

We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents contrary to or inconsistent with the opinions expressed herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any facts material to our opinion, other than those assumed, we have relied, without independent investigation, on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.

We have been retained to act as special Delaware counsel in connection with the Transaction Documents. We are not regular counsel to the Delaware Companies, and we are not generally informed as to their business affairs. With respect to our opinions below, we note that each Transaction Document is, by its terms, governed by and construed in accordance with the

Expedia, Inc.

November 9, 2010

Page  4

laws of the State of New York and, for purposes of our opinions, we have assumed that each Transaction Document will be interpreted in accordance with the plain meaning of the written terms thereof as such terms would be interpreted as a matter of Delaware law and we express no opinion with respect to any matter of the laws of the State of New York or any legal standards or concepts under the laws of the State of New York (or any other law other than Delaware law).

Based upon and subject to the foregoing and to the further assumptions and qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that:

1. Each Delaware Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

2. Each Delaware LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

3. The Delaware LP is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware.

4. Expedia has the requisite corporate power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder.

5. Hotwire (as identified and defined in Annex A hereto) has the requisite corporate power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture.

6. Each Delaware LLC has the requisite limited liability company power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture.

7. The Delaware LP has the requisite limited partnership power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture.

8. The Exchange Notes have been duly authorized by Expedia, and the Indenture has been duly authorized, executed and delivered by Expedia.

9. Hotwire’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by Hotwire, and the Indenture has been duly authorized, executed and delivered by Hotwire.

10. Each Delaware LLC’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by such Delaware LLC, and the Indenture has been duly authorized, executed and delivered by each Delaware LLC.

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Page  5

11. The Delaware LP’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by the Delaware LP, and the Indenture has been duly authorized, executed and delivered by the Delaware LP.

We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We understand that the firm of Wachtell, Lipton, Rosen & Katz (“WLRK”) wishes to rely as to certain matters of Delaware law on the opinions expressed herein in connection with the delivery of its opinion to you dated on or about the date hereof concerning the transactions contemplated hereby, and we hereby consent to such reliance. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts and our review of the above-referenced documents and the application of Delaware law as the same exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof (including, but not limited to, the date, if any, the Exchange Notes are executed, delivered, and issued) for the benefit of any person or entity (including WLRK) with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect.

Very truly yours,

MORRIS, NICHOLS, ARSHT & TUNNELL LLP

/s/ MORRIS, NICHOLS, ARSHT & TUNNELL LLP

ANNEX A

DELAWARE CORPORATIONS

1. Expedia, Inc., a Delaware corporation (“Expedia”)

2. Hotwire, Inc., a Delaware corporation (“Hotwire”)

Expedia and Hotwire are collectively referred to as the “Delaware Corporations” and each is individually referred to as a “Delaware Corporation”.

A-1

ANNEX B

DELAWARE LLCs

1. TripAdvisor LLC, a Delaware limited liability company (“TripAdvisor”)

2. Interactive Affiliate Network, LLC, a Delaware limited liability company (“Interactive”)

TripAdvisor and Interactive are collectively referred to as the “Delaware LLCs” and each is individually referred to as a “Delaware LLC”.

B-1

ANNEX C

DELAWARE LP

1. IAN.com, LP, a Delaware limited partnership (the “Delaware LP”)

C-1

ANNEX D

GOVERNING DOCUMENTS

As the context requires, the following documents are collectively referred to as the “Governing Documents” or as the “Governing Documents” of the Delaware Company to which they relate:

Expedia, Inc.

A certified copy of the Certificate of Incorporation of Expedia, Inc. (attaching a Consent to Use of Name), filed in the State Office on April 18, 2005 (the “Expedia Original Charter”)

A certified copy of the Amended and Restated Certificate of Incorporation of Expedia, Inc., filed in the State Office on August 8, 2005

A certified copy of the Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Expedia, Inc., filed in the State Office on August 9, 2005 (the “Expedia Certificate of Designations”)

The General By-Laws of Expedia, Inc., Amended and Restated as of August 9, 2005

Hotwire, Inc.

A certified copy of the Certificate of Incorporation of Hotwire, Inc. (originally incorporated under the name Cimo, Inc.), filed in the State Office on December 1, 1999

The Amended and Restated Certificate of Incorporation of Hotwire, Inc., as attached to a certified copy of the Certificate of Merger of Hydrogen Properties, Inc. with and into Hotwire, Inc., filed in the State Office on November 5, 2003

A certified copy of the Certificate of Change of Location of Registered Office and of Registered Agent, filed in the State Office on February 17, 2004

The Bylaws of Hotwire, Inc. (under the name Cimo, Inc.)

TripAdvisor LLC

A certified copy of the Certificate of Conversion of TripAdvisor, Incorporated as filed in the State Office on December 20, 2005

D-1

A certified copy of the Certificate of Formation of TripAdvisor LLC as filed in the State Office on December 20, 2005

Limited Liability Company Agreement of TripAdvisor LLC dated as of December 20, 2005, as amended by the First Amendment thereto dated as of November 1, 2007 and the Second Amendment thereto dated as of December 31, 2008

Interactive Affiliate Network, LLC

A certified copy of the Certificate of Formation of Interactive Affiliate Network, LLC as filed in the State Office on September 30, 2003, as amended by the Certificate of Amendment thereto as filed in the State Office on March 4, 2004

Limited Liability Company Agreement of Interactive Affiliate Network, LLC dated as of September 30, 2003, as amended by the First Amendment thereto dated as of December 9, 2008

IAN.com, LP

A certified copy of the Certificate of Limited Partnership of IAN.com, LP as filed in the State Office on September 30, 2003, as amended by the Certificate of Amendment thereto as filed in the State Office on March 4, 2004, which Certificate of Amendment was corrected pursuant to the Certificate of Correction thereto as filed in the State Office on February 5, 2010

Agreement of Limited Partnership of IAN.com, LP dated as of September 30, 2003, as amended by the First Amendment thereto dated as of February 5, 2010

D-2

ANNEX E

AUTHORIZING RESOLUTIONS

As the context requires, the following documents are collectively referred to as the “Authorizing Resolutions” or as the “Authorizing Resolutions” of the Delaware Company to which they relate:

1. Unanimous Written Consent of the Board of Directors of Expedia, Inc. dated July 28, 2010

2. Unanimous Written Consent of the Executive Committee of the Board of Directors of Expedia, Inc. dated August 2, 2010

3. Unanimous Written Consent of the Board of Directors of Hotwire, Inc. dated July 29, 2010

4. Written Consent of the Sole Member and Manager of TripAdvisor LLC dated July 29, 2010

5. Written Consent of the Sole Member of Interactive Affiliate Network, LLC dated July 29, 2010

6. Written Consent of the Sole General Partner of IAN.com, LP dated July 29, 2010

E-1

EX-5.6

Exhibit 5.6

[PERKINS COIE LLP LETTERHEAD]

November 9, 2010

Expedia, Inc.

333 108^th Avenue N.E.

Bellevue, WA 98004

Re: Expedia, Inc. Corporation Registration Statement on Form S-4, as amended, initially filed on September 29, 2010 (File No. 333-169654)

Ladies and Gentlemen:

We have acted as special counsel to Expedia, Inc., a Washington corporation (the “Company”) in connection with the guarantee by the Company of the Exchange Notes (as defined below). The Company is one of several guarantors (such guarantors, including the Company, are hereinafter collectively referred to as the “Subsidiary Guarantors”) in connection with a registration statement on Form S-4, as amended, (the “Registration Statement”), initially filed by the Company’s parent company, Expedia, Inc., a Delaware corporation (“Parent”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 29, 2010 (File No. 333-169654). The Parent will exchange up to $750,000,000 of its 5.95% senior notes due 2020 (the “Exchange Notes”) and the related guarantees for (i) an equal principal amount of its outstanding 5.95% senior notes due 2020 (the “Old Notes”) and (ii) related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture (the “Indenture”), dated August 5, 2010, by and among the Parent, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.

In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives of the Company as we have considered necessary to provide a basis for the opinions expressed herein, including the following:

1. Executed copy of the Indenture (including the Guarantee) as provided to us by the Company;

2. Executed copy of the Registration Rights Agreement dated August 5, 2010, by an among the Parent, the Subsidiary Guarantors party thereto and Banc of America Securities LLC and J.P. Morgan Securities Inc. (the “Registration Rights Agreement”), as provided to us by the Company;

Expedia, Inc.

November 9, 2010

3. Articles of Incorporation of the Company, as amended, as certified on October 29, 2010 by the Washington Secretary of State and as certified by an officer of the Company to be a true and complete copy of such Articles of Incorporation as of the date hereof;

4. Bylaws of the Company, as amended, as certified by an officer of the Company to be a true and complete copy of such Bylaws as of the date hereof;

5. Certificate of Existence for the Company, issued by the Washington Secretary of State, dated October 29, 2010, as confirmed by CT Corporation System on November 8, 2010 (the “Certificate of Existence”); and

6. Resolutions of the Board of Directors of the Company, certified by an officer of the Company as of the date hereof.

The documents listed in items 1 through 2 above are herein collectively referred to as the “Transaction Documents”.

As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), (b) information provided in certificates of officers/representatives of the Company and (c) the representations and warranties of the Company in the Registration Rights Agreement. We have not independently verified the facts so relied on.

We have relied, without investigation, on the following assumptions:

1. Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals, and all signatures on executed documents are genuine.

2. When the Exchange Notes proposed to be issued pursuant to the terms of the Indenture are issued, they will conform to the description of (i) the 5.95% Senior Notes Due 2020 issued pursuant to the Indenture in connection with the Registered Exchange Offer pursuant to the Registration Rights Agreement and (ii) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act as described in the Indenture.

Expedia, Inc.

November 9, 2010

3. All individuals have sufficient legal capacity to perform their functions with respect to the Transaction Documents and the transactions contemplated by the Transaction Documents.

Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:

1. The Company is validly existing as a corporation under the laws of the State of Washington and has the necessary corporate power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture.

2. The Company’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by all necessary corporate action, and the Indenture has been validly authorized, executed and delivered by the Company.

In rendering the opinion 1 above with respect to valid existence of the Company, we have relied solely upon and such opinion 1 above is as of the date of the date of the Certificate of Existence.

For purposes of expressing the opinions herein, we have examined the laws of the State of Washington and our opinions are limited to such laws.

The opinions expressed herein (a) are limited to matters expressly stated herein, and no other opinions may be implied or inferred and (b) are as of the date hereof (except as otherwise noted above). We disclaim any undertaking or obligation to update these opinions for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.

Wachtell, Lipton, Rosen & Katz may rely on the opinions expressed herein as if this opinion were addressed directly to it. You may refer to and produce a copy of this opinion letter in connection with the assertion of a defense as to which this opinion letter is relevant and necessary and in response to a court order. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm under the caption “Legal Matters” in the prospectus or any prospectus supplement which is part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the related rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ PERKINS COIE LLP

PERKINS COIE LLP

CORRESP

[WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]

November 9, 2010

VIA EDGAR AND FASCIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Justin Dobbie, Special Counsel

Tonya Bryan, Attorney-Advisor

Re: Expedia, Inc.

Registration Statement on Form S-4

Filed September 29, 2010

File No. 333-169654 through 333-169654-13

Dear Mr. Dobbie and Ms. Bryan:

On behalf of our client, Expedia, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) contained in your letter of October 25, 2010 regarding the Company’s Registration Statement on Form S-4 filed on September 29, 2010 (File No. 333-169654 through 333-169654-13) (the “Registration Statement”). In connection with this letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, the text of the Staff’s comments is set forth in bold followed by the Company’s responses. Terms used herein and otherwise not defined herein have the meanings assigned to such terms in the Registration Statement.

November 9, 2010

Page 2 of 3

Registration Statement on Form S-4

Exhibit 5.1

1. Please refer to the second full paragraph on the second page of the opinion and revise to specify the dates of the opinions referenced.

Response: We have revised Exhibit 5.1 to the Registration Statement in response to the Staff’s comment. Please see the second full paragraph on the second page of the revised opinion, which has been provided with Amendment No. 1.

Exhibit 5.2

2. Please refer to the second page of the opinion and delete the sentence that begins with “[w]e have not conducted any special review....” Counsel may limit its opinion to the appropriate state law, but the above referenced limitation is inappropriate.

Response: We have revised Exhibit 5.2 to the Registration Statement in response to the Staff’s comment. Please see the second page of the revised opinion, which has been provided with Amendment No. 1.

Exhibit 5.3

3. Please refer to page 3 of the opinion and delete the sentence that begins with “[o]our opinions herein are based upon....” Counsel may limit its opinion to the appropriate state law, but the above referenced limitation is inappropriate.

Response: We have revised Exhibit 5.3 to the Registration Statement in response to the Staff’s comment. Please see the third page of the revised opinion, which has been provided with Amendment No. 1.

Exhibit 5.5

4. Please confirm that counsel will refile the opinion as of the date of effectiveness or remove the reference to “the date hereof” from the last paragraph of the opinion.

Response: We will refile the opinion as of the date of effectiveness. In addition, we supplementally advise the Staff that we will refile each of Exhibits 5.1 through 5.6 as of the date of effectiveness.

*****

November 9, 2010

Page 3 of 3

Should you require further clarification of the matters discussed in this letter or in Amendment No. 1, please contact me or Kathryn Gettles-Atwa at (212) 403-1000 (facsimile: (212) 403-2000).

Sincerely,

/s/ Ante Vucic

Ante Vucic

cc: Burke F. Norton

Executive Vice President, General Counsel and Secretary, Expedia, Inc.