EX-5.2 5 d227281dex52.htm EXHIBIT 5.2 Exhibit 5.2

Exhibit 5.2

 

October 3, 2011

 

Host Hotels & Resorts, L.P.

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

 

City Center Hotel Limited Partnership

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

 

  Re:

Registration Statement on Form S-4 Relating to $500,000,000 Aggregate Principal Amount 5 7/8% Series X Senior Notes due 2019

 

Ladies and Gentlemen:

 

In connection with the registration of $500,000,000 aggregate principal amount of 5 7/8% Series X Senior Notes due 2019 (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 October 3, 2011 (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 Thirty-Ninth Supplemental Indenture (the “Supplemental Indenture”), dated May 11, 2011, among the Company, the Guarantors and The Bank of New York Mellon, as successor 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 5 7/8% Series W Senior Notes due 2019 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 execution of the Supplemental Indenture pursuant to which the Securities and the Covered Guaranty will be issued and have reviewed a signed copy of the Supplemental 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

October 3, 2011

Page 2

 

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

 

  (i) the Third Amended and Restated Agreement of Limited Partnership of City Center Hotel Limited Partnership, dated as of December 31, 2009, as amended by Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2009, and Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2009 (as so amended, the “Partnership Agreement”),

 

  (ii) the Resolutions of the Board of Managers of Host City Center GP LLC, the sole general partner of the Covered Guarantor, dated May 4, 2011,

 

  (iii) the Resolutions of the Board of Directors of Host Hotels & Resorts, Inc., dated May 4, 2011, and

 

  (iv) the Resolutions of the Pricing Committee of the Board of Directors of Host Hotels & Resorts, Inc., dated May 5, 2011.

 

The documents described in (i), (ii), (iii) and (iv) 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

October 3, 2011

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.

 

This opinion is limited 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 Supplemental 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 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/CFS


Schedule A

 

Guarantors

 

Name   

Jurisdiction

of

Formation

HMH Rivers, L.P

  

Delaware

HMH Marina LLC

  

Delaware

HMC PLP LLC

  

Delaware

HMH Pentagon LP

  

Delaware

Airport Hotels LLC

  

Delaware

HMC Capital Resources LP

  

Delaware

YBG Associates LP

  

Delaware

Host Park Ridge LLC

  

Delaware

Host of Boston, Ltd.

  

Massachusetts

Host of Houston, Ltd.

  

Texas

Host of Houston 1979 LP

  

Delaware

Philadelphia Airport Hotel LLC

  

Delaware

HMC Suites LLC

  

Delaware

HMC Suites Limited Partnership

  

Delaware

Wellsford-Park Ridge HMC Hotel Limited Partnership

  

Delaware

HMC Burlingame LLC

  

Delaware

HMC Grand LP

  

Delaware

HMC Hotel Development LP

  

Delaware

HMC Mexpark LLC

  

Delaware

HMC Polanco LLC

  

Delaware

HMC NGL L.P.

  

Delaware

HMC OLS I L.P

  

Delaware

HMC Seattle LLC

  

Delaware

Host Swiss GP LLC

  

Delaware

HMH Restaurants LP

  

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 Desert LLC

  

Delaware

HMC Diversified LLC

  

Delaware

HMC Properties I LLC

  

Delaware

HMC Potomac LLC

  

Delaware

HMC Manhattan Beach LLC

  

Delaware

Chesapeake Hotel Limited Partnership

  

Delaware

HMH General Partner Holdings LLC

  

Delaware

S.D. Hotels LLC

  

Delaware

HMC Gateway LP

  

Delaware


HMC Market Street LLC

  

Delaware

New Market Street LP

  

Delaware

Times Square GP LLC

  

Delaware

Host Times Square LP

  

Delaware

HMC Atlanta LLC

  

Delaware

Ivy Street LLC

  

Delaware

HMC SFO LP

  

Delaware

Market Street Host LLC

  

Delaware

HMC Property Leasing LLC

  

Delaware

HMC Host Restaurants LLC

  

Delaware

HMC HT LP

  

Delaware

HMC OLS I LLC

  

Delaware

HMC OLS II L.P.

  

Delaware

HMC/Interstate Manhattan Beach, L.P.

  

Delaware

Ameliatel LP

  

Delaware

HMC Amelia II LLC

  

Delaware

Rockledge Hotel LLC

  

Delaware

HMC Copley LP

  

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 LP

  

Delaware

Calgary Charlotte Partnership

  

Alberta

HMC Chicago Lakefront LLC

  

Delaware

HMC East Side LLC

  

Delaware

HMC Kea Lani LP

  

Delaware

East Side Hotel Associates, L.P.

  

Delaware

HMC O’Hare Suites Ground LP

  

Delaware

HMC Toronto Air Company

  

Nova Scotia

HMC Toronto EC Company

  

Nova Scotia

HMC Lenox LP

  

Delaware

Cincinnati Plaza LLC

  

Delaware

Host Cincinnati II LLC

  

Delaware

Host Cincinnati Hotel LLC

  

Delaware

Host Fourth Avenue LLC

  

Delaware

Host Indianapolis I LP

  

Delaware


Host Los Angeles LP

  

Delaware

Host Mission Hills II LLC

  

Delaware

Host Mission Hills Hotel LP

  

Delaware

Host Needham II LLC

  

Delaware

Host Needham Hotel LP

  

Delaware

HST LT LLC

  

Delaware

HST I LLC

  

Delaware

South Coast Host Hotel LP

  

Delaware

Starlex LP

  

Delaware

Airport Hotels Houston LLC

  

Delaware

BRE/Swiss LP

  

Delaware

HHR Assets LLC

  

Delaware

HHR Harbor Beach LLC

  

Delaware

HHR Holdings Cooperatief U.A.

  

Netherlands

HHR Lauderdale Beach Limited Partnership

  

Delaware

HHR Singer Island GP LLC

  

Delaware

HHR Singer Island Limited Partnership

  

Delaware

HMC Cambridge LP

  

Delaware

HMC McDowell LP

  

Delaware

HMC Reston LP

  

Delaware

Host Atlanta Perimeter Ground GP LLC

  

Delaware

Host Atlanta Perimeter Ground LP

  

Delaware

Host Cambridge GP LLC

  

Delaware

Host Capitol Hill LLC

  

Delaware

Host City Center GP LLC

  

Delaware

Host Copley GP LLC

  

Delaware

Host Dallas Quorum Ground GP LLC

  

Delaware

Host Dallas Quorum Ground LP

  

Delaware

Host GH Atlanta GP LLC

  

Delaware

Host Grand GP LLC

  

Delaware

Host Indianapolis GP LLC

  

Delaware

Host Indianapolis Hotel Member LLC

  

Delaware

Host Indianapolis LP

  

Delaware

Host Kea Lani GP LLC

  

Delaware

Host Kierland GP LLC

  

Delaware

Host Kierland LP

  

Delaware

Host Lenox Land GP LLC

  

Delaware

Host Los Angeles GP LLC

  

Delaware

Host Maui GP LLC

  

Delaware

Host McDowell GP LLC

  

Delaware

Host Moscone GP LLC

  

Delaware

Host NY Downtown GP LLC

  

Delaware

Host O’Hare Suites Ground GP LLC

  

Delaware

Host OP BN GP LLC

  

Delaware

Host Pentagon GP LLC

  

Delaware

Host Restaurants GP LLC

  

Delaware

Host Reston GP LLC

  

Delaware

Host SFO GP LLC

  

Delaware


Host South Coast GP LLC

  

Delaware

Host Tampa GP LLC

  

Delaware

Host Times Square GP LLC

  

Delaware

Host WNY GP LLC

  

Delaware

IHP Holdings Partnership LP

  

Pennsylvania

Pacific Gateway, Ltd.

  

California

HHR Rio Holdings LLC

  

Delaware

Harbor-Cal, S.D.

  

California

Harbor-Cal S.D. Partner LLC

  

Delaware

HMC Burlingame Hotel L.P.

  

California

Host San Diego Hotel LLC

  

Delaware

Host San Diego LLC

  

Delaware

HHR 42 Associates GP LLC

  

Delaware

HHR 42 Associates, L.P.

  

Delaware