EX-5.2 3 dex52.htm EXHIBIT 5.2 EXHIBIT 5.2

Exhibit 5.2

July 12, 2006

 

Host Hotels & Resorts, L.P.

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

  

 

Latham & Watkins LLP

555 Eleventh Street, N.W.

Suite 1000

Washington, D.C. 20004

City Center Hotel Limited Partnership

10400 Fernwood Road

Bethesda, Maryland 20817

  

 

Re:    Registration Statement on Form S-4 Relating to $800,000,000 Aggregate Principal Amount 6 3/4% Series Q Senior Notes due 2016

Ladies and Gentlemen:

In connection with the registration of $800,000,000 aggregate principal amount of 6 3/4% Series Q Senior Notes due 2016 (the “Securities”) by Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”) and each of the co-registrants, the guarantees of the Securities (the “Guarantees”) by each of the entities listed on Schedule A hereto (the “Guarantors”), and specifically that certain guaranty of the Securities (the “Covered Guaranty”) by City Center Hotel Limited Partnership, a Minnesota limited partnership (the “Covered Guarantor”), under the Securities Act of 1933, as amended (the “Act”), on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2006 as amended by Amendment No. 1 dated July 12, 2006 (the “Registration Statement”), you have requested our opinion with respect to the matters set forth below. The Securities and the Guarantees will be issued pursuant to a Nineteenth Supplemental Indenture, dated April 4, 2006, among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as so supplemented, the “Indenture”), originally among HMH Properties, Inc. (now, the Company), the guarantors named therein and HSBC Bank USA (f/k/a Marine Midland Bank), as trustee. The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 6 3/4% Series P Senior Notes due 2016 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto. The Indenture, the Securities and the Guarantees are sometimes referred to herein collectively as the “Operative Documents.” Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In our capacity as special counsel to the Covered Guarantor, in connection with such registration, we are familiar with the proceedings taken by the Covered Guarantor in connection with the authorization and issuance of the Indenture pursuant to which the Securities and the Covered Guaranty will be issued and have reviewed a signed copy of the Indenture bearing the signature of Larry K. Harvey on behalf of the Company and on behalf of each of the Guarantors, including the Covered Guarantor.


Host Hotels & Resorts, L.P.

City Center Hotel Limited Partnership

Latham & Watkins LLP

July 12, 2006

Page 2

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

 

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

 

  (ii) the Resolutions of the Board of Managers of Host LaJolla LLC, the sole general partner of the Covered Guarantor, dated March 27, 2006, and

 

  (iii) the Resolutions of the Board of Directors of Host Marriott Corporation, dated March 13, 2006.

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

We have not served as general counsel for any of the parties to the Operative Documents. We have represented the Covered Guarantor only with respect to the rendering of this opinion.

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

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

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


Host Hotels & Resorts, L.P.

City Center Hotel Limited Partnership

Latham & Watkins LLP

July 12, 2006

Page 3

(iii) The Partnership Agreement of the Covered Guarantor that has been provided to us is the current Partnership Agreement of the Covered Guarantor, and there have been no amendments to such Partnership Agreement that would have any effect on the opinion rendered herein.

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

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

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

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

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

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

Very truly yours,

/s/ Dorsey & Whitney LLP

RAK


Schedule A

Guarantors

 

Name

  

Jurisdiction

of

Formation

HMH Rivers, L.P

   Delaware

HMH Marina LLC

   Delaware

HMC SBM Two LLC

   Delaware

HMC PLP LLC

   Delaware

HMC Retirement Properties, L.P.

   Delaware

HMH Pentagon LLC

   Delaware

Airport Hotels LLC

   Delaware

HMC Capital Resources LLC

   Delaware

YBG Associates LLC

   Delaware

PRM LLC

   Delaware

Host Park Ridge LLC

   Delaware

Host of Boston, Ltd.

   Massachusetts

Host of Houston, Ltd.

   Texas

Host of Houston 1979

   Texas

Philadelphia Airport Hotel LLC

   Delaware

HMC Hartford LLC

   Delaware

HMH Norfolk LLC

   Delaware

HMH Norfolk, L.P

   Delaware

HMC Park Ridge LLC

   Delaware

HMC Suites LLC

   Delaware

HMC Suites Limited Partnership

   Delaware

Wellsford-Park Ridge HMC Hotel Limited Partnership

   Delaware

HMC Burlingame LLC

   Delaware

HMC Capital LLC

   Delaware

HMC Grand LLC

   Delaware

HMC Hotel Development LLC

   Delaware

HMC Mexpark LLC

   Delaware

HMC Polanco LLC

   Delaware

HMC NGL LLC

   Delaware

HMC OLS I L.P

   Delaware

HMC Seattle LLC

   Delaware

HMC Swiss Holdings LLC

   Delaware

HMH Restaurants LLC

   Delaware

HMH Rivers LLC

   Delaware

HMH WTC LLC

   Delaware

Host La Jolla LLC

   Delaware

City Center Hotel Limited Partnership

   Minnesota

PM Financial LLC

   Delaware

PM Financial LP

   Delaware

HMC Chicago LLC

   Delaware


HMC HPP LLC    Delaware
HMC Desert LLC    Delaware
HMC Hanover LLC    Delaware
HMC Diversified LLC    Delaware
HMC Properties I LLC    Delaware
HMC Potomac LLC    Delaware
HMC East Side II LLC    Delaware
HMC Manhattan Beach LLC    Delaware
Chesapeake Hotel Limited Partnership    Delaware
HMH General Partner Holdings LLC    Delaware
HMC IHP Holdings LLC    Delaware
HMC OP BN LLC    Delaware
S.D. Hotels LLC    Delaware
HMC Gateway LLC    Delaware
HMC Pacific Gateway LLC    Delaware
HMC Market Street LLC    Delaware
New Market Street LP    Delaware
Times Square LLC    Delaware
Times Square GP LLC    Delaware
HMC Atlanta LLC    Delaware
Ivy Street LLC    Delaware
HMC Properties II LLC    Delaware
Santa Clara HMC LLC    Delaware
HMC BCR Holdings LLC    Delaware
HMC Palm Desert LLC    Delaware
HMC Georgia LLC    Delaware
HMC SFO LLC    Delaware
Market Street Host LLC    Delaware
HMC Property Leasing LLC    Delaware
HMC Host Restaurants LLC    Delaware
Durbin LLC    Delaware
HMC HT LLC    Delaware
HMC JWDC LLC    Delaware
HMC OLS I LLC    Delaware
HMC OLS II L.P.    Delaware
HMC/Interstate Manhattan Beach, L.P.    Delaware
Ameliatel    Florida
HMC Amelia I LLC    Delaware
HMC Amelia II LLC    Delaware
Rockledge Hotel LLC    Delaware
Fernwood Hotel LLC    Delaware
HMC Copley LLC    Delaware
HMC Headhouse Funding LLC    Delaware
Ivy Street Hopewell LLC    Delaware
HMC Diversified American Hotels, L.P.    Delaware
Potomac Hotel Limited Partnership    Delaware
HMC AP GP LLC    Delaware


HMC AP LP    Delaware
HMC AP Canada Company    Nova Scotia
HMC Toronto Airport GP LLC    Delaware
HMC Toronto Airport LP    Delaware
HMC Toronto EC GP LLC    Delaware
HMC Toronto EC LP    Delaware
HMC Charlotte GP LLC    Delaware
HMC Charlotte LP    Delaware
HMC Charlotte (Calgary) Company    Nova Scotia
Calgary Charlotte Holdings Company    Nova Scotia
HMC Grace (Calgary) Company    Nova Scotia
HMC Maui LLC    Delaware
Calgary Charlotte Partnership    Alberta
HMC Chicago Lakefront LLC    Delaware
HMC East Side LLC    Delaware
HMC Kea Lani LLC    Delaware
East Side Hotel Associates, L.P.    Delaware
HMC O’Hare Suites Ground LLC    Delaware
HMC Toronto Air Company    Nova Scotia
HMC Toronto EC Company    Nova Scotia
HMC Lenox LLC    Delaware
Host Realty Partnership, L.P.    Delaware
Host Houston Briar Oaks, L.P.    Delaware
Cincinnati Plaza LLC    Delaware
Host Cincinnati II LLC    Delaware
Host Cincinnati Hotel LLC    Delaware
Host Financing LLC    Delaware
Host Fourth Avenue LLC    Delaware
Host Indianapolis I LLC    Delaware
Host Los Angeles LLC    Delaware
Host Mission Hills, L.L.C.    Delaware
Host Mission Hills II LLC    Delaware
Host Mission Hills Hotel LLC    Delaware
Host Needham LLC    Delaware
Host Needham II LLC    Delaware
Host Needham Hotel LLC    Delaware
Host Realty LLC    Delaware
Host Realty Company LLC    Delaware
Host Realty Hotel LLC    Delaware
Host Tucson LLC    Delaware
Host Waltham LLC    Delaware
Host Waltham II LLC    Delaware
Host Waltham Hotel LLC    Delaware
HST LT LLC    Delaware
HST I LLC    Delaware
Mission Hills TPP LLC    Delaware
Needham TPP LLC    Delaware


South Coast Host Hotel LLC

   Delaware

Starlex LLC

   Delaware

Tampa TPP LLC

   Delaware

Tucson TPP LLC

   Delaware