Attached files

file filename
8-K - FORM 8-K - STRATEGIC HOTELS & RESORTS, INCd8k.htm
EX-3.2 - ARTICLES SUPPLEMENTARY - STRATEGIC HOTELS & RESORTS, INCdex32.htm
EX-1.1 - UNDERWRITING AGREEMENT - STRATEGIC HOTELS & RESORTS, INCdex11.htm
EX-3.1 - ARTICLES OF AMENDMENT - STRATEGIC HOTELS & RESORTS, INCdex31.htm
EX-99.1 - PRESS RELEASE - STRATEGIC HOTELS & RESORTS, INCdex991.htm
EX-8.1 - OPINION OF PAUL, HASTINGS, JANOFSKY & WALKER LLP REGARDING CERTAIN TAX MATTERS - STRATEGIC HOTELS & RESORTS, INCdex81.htm

Exhibit 5.1

 

LOGO    750 E. Pratt Street, Suite 900   

Telephone 410-244-7400

   www.venable.com  
   Baltimore, Maryland 21202   

Facsimile 410-244-7742

  

 

 

May 13, 2010

Strategic Hotels & Resorts, Inc.

200 West Madison Street, Suite 1700

Chicago, Illinois 60606-3415

 

  Re: Registration Statement on Form S-3 (No. 333-157694)

Ladies and Gentlemen:

We have served as Maryland counsel to Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 75,900,000 shares (the “Shares”) of common stock, par value $.01 per share, of the Company (including up to 9,900,000 Shares to be issued upon the exercise of an over-allotment option (the “Over-allotment Shares”), covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein and the supplement thereto, in the form in which it was transmitted to the Commission under the 1933 Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”) and the Articles of Amendment (the “Articles”) of the Company that amend the Charter to increase the authorized shares of Common Stock of the Company, in the form in which such Articles will be filed with the SDAT;

3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;


LOGO

Strategic Hotels & Resorts, Inc.

May 14, 2010

Page 2

 

5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”), authorizing the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

6. The Underwriting Agreement, dated as of the date hereof (the “Underwriting Agreement”), by and among J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several Underwriters named in Schedule I thereto, the Company and Strategic Hotel Funding, L.L.C., a Delaware limited liability company;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the


LOGO

Strategic Hotels & Resorts, Inc.

May 14, 2010

Page 3

 

Charter. The Articles will be filed with and accepted for record by the SDAT prior to the issuance by the Company of the Over-allotment Shares.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions, the Registration Statement and the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

Very truly yours,
/s/ Venable LLP