Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - DiamondRock Hospitality Co | c11226e8vk.htm |
| EX-8.1 - EXHIBIT 8.1 - DiamondRock Hospitality Co | c11226exv8w1.htm |
| EX-1.1 - EXHIBIT 1.1 - DiamondRock Hospitality Co | c11226exv1w1.htm |
Exhibit 5.1
January 18, 2011
DiamondRock Hospitality Company
3 Bethesda Metro Center, Suite 1500
Bethesda, Maryland 20814
3 Bethesda Metro Center, Suite 1500
Bethesda, Maryland 20814
Re: Legality of Securities to be Registered Under Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished in our capacity as counsel to DiamondRock Hospitality Company, a Maryland
corporation (the “Company”), in connection with the Company’s registration statement on Form S-3ASR
(File No. 333-161298) filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”) on August 12, 2009 (the “Registration Statement”).
Pursuant to the Registration Statement, the Company proposes to issue and sell up to 12,650,000
shares (the “Shares”) of its common stock, par value $0.01 per share, in accordance with the terms
set forth in the prospectus supplement dated January 18, 2011 to the prospectus filed as part of
the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to
give the opinions expressed below. We have relied, without independent verification, on
certificates of public officials and, as to matters of fact material to the opinions set forth
below, on certificates of officers of the Company.
The opinion expressed below is limited to the Maryland General Corporation Law (which includes
reported judicial decisions interpreting the Maryland General Corporation Law).
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon
issuance and delivery against payment therefor in accordance with the terms of the Purchase
Agreement, dated as of January 18, 2011 by and among the Company, DiamondRock Hospitality Limited
Partnership and Goldman, Sachs & Co., will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and
to the references to our firm under the caption “Legal Matters” in the Registration Statement. In
giving our 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 thereunder.
| Sincerely, | ||||
| /s/ Goodwin Procter LLP | ||||
| Goodwin Procter llp |