Exhibit 5.1
Wyndham Worldwide Corporation
Seven Sylvan Way
Parsippany, NJ 07054
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Re:
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Wyndham Worldwide Corporation-Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special counsel to Wyndham Worldwide Corporation, a Delaware corporation (the
“Company”), in connection with the public offering of $800,000,000 aggregate principal
amount of the Company’s 6.00% Senior Notes due 2016 to be issued and authenticated pursuant to the
Indenture referred to below (the “Exchange Notes”). The Exchange Notes are to be issued
pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal
amount of the issued and outstanding 6.00% Senior Notes due 2016 of the Company (the “Original
Notes”) under the Indenture, dated as of December 5, 2006, by and among the Company and U.S.
Bank National Association, as Trustee (the “Trustee”), as contemplated by the Registration
Rights Agreement, dated as of December 5, 2006, by and among the Company and the Initial Purchasers
named therein (the “Registration Rights Agreement”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of:
(i) the Registration Statement on Form S-4 relating to the Exchange Notes filed with the
Securities and Exchange Commission (the “Commission”) on the date hereof under the Act (the
“Registration Statement”);
(ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of the Indenture;
(iv) the Restated Certificate of Incorporation of the Company;
(v) the Restated By-Laws of the Company, as amended to date;
(vi) certain resolutions adopted by the Board of Directors of the Company relating to the
Exchange Offer, the issuance of the Original Notes and the Exchange Notes, the Indenture and
related matters;
(vii) the Statement of Eligibility and Qualification of the Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, filed as an exhibit to the Registration Statement; and
(viii) the form of the Exchange Notes.
We have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate as a basis for the
opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, 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 certified, conformed, facsimile,
electronic or photostatic copies and the authenticity of the originals of such copies. In making
our examination of documents executed or to be executed, we have assumed that the parties thereto,
other than the Company, had or will have, the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents. As to any facts
material to the opinion expressed herein that we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives of the Company and
others.
Our opinion set forth herein is limited to Delaware corporate law and the laws of the State of
New York that, in our experience, are normally applicable to transactions of the type contemplated
by the Exchange Offer and, to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of the foregoing
being referred to as “Opined on Law”). We do not express any opinion with respect to the
law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined on law
on the opinion herein stated.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that when the Registration Statement, as
finally amended (including all necessary post-effective amendments) has become effective under the
Act, the Indenture has been qualified under the Trust Indenture Act and the Exchange Notes (in the
form examined by us) have been duly executed and authenticated in accordance with the terms of the
Indenture and have been issued and delivered upon consummation of the Exchange Offer against
receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the
Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will
constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors’ rights generally and (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity).
In rendering the opinion set forth above, we have assumed that the execution and delivery by
the Company of the Indenture and the Exchange Notes, and the performance by the Company of its
obligations thereunder do not and will not violate, conflict with or constitute a default under any
agreement or instrument to which the Company or its properties are subject, except that we do not
make this assumption with respect to those agreements and instruments which have been identified to
us by the Company as being material to it and which are listed as exhibits in Part II of the
Registration Statement. We do not express any opinion, however, as to whether the execution and
delivery by the Company of the Indenture and the Exchange Notes, and the performance by the Company
of its obligations thereunder, will constitute a violation of, or a default under, any covenant,
restriction or provision with respect to financial ratios or tests or any aspect of the financial
condition or results of operations of the Company or any of its subsidiaries.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the caption “Legal
Matters” in the prospectus included in the Registration Statement. In giving this consent, we do
not thereby admit that we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
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Very truly yours, |
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/s/ Skadden, Arps,
Slate, Meagher & Flom LLP |