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8-K - 8-K - Expedia Group, Inc.d776332d8k.htm
EX-4.2 - EX-4.2 - Expedia Group, Inc.d776332dex42.htm
EX-5.5 - EX-5.5 - Expedia Group, Inc.d776332dex55.htm
EX-4.1 - EX-4.1 - Expedia Group, Inc.d776332dex41.htm
EX-5.4 - EX-5.4 - Expedia Group, Inc.d776332dex54.htm
EX-99.2 - EX-99.2 - Expedia Group, Inc.d776332dex992.htm
EX-1.1 - EX-1.1 - Expedia Group, Inc.d776332dex11.htm
EX-5.1 - EX-5.1 - Expedia Group, Inc.d776332dex51.htm
EX-99.1 - EX-99.1 - Expedia Group, Inc.d776332dex991.htm
EX-5.3 - EX-5.3 - Expedia Group, Inc.d776332dex53.htm

EXHIBIT 5.2

 

LOGO

August 18, 2014

Expedia, Inc.

333 108th Avenue N.E.

Bellevue, Washington 98004

 

  Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as special Nevada counsel for Travelscape, LLC, a Nevada limited liability company (“Travelscape”), WWTE, Inc., a Nevada corporation (“WWTE”), Egencia LLC, a Nevada limited liability company (“Egencia”), and Classic Vacations, LLC, a Nevada limited liability company (“Classic Vacations”, and together with Travelscape, WWTE and Egencia, the “Nevada Parties”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by Expedia, Inc., a Delaware corporation (“Expedia”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale of $500,000,000 principal amount of Expedia’s 4.500% Senior Notes due 2024, pursuant to which the Nevada Parties have executed, each as a subsidiary guarantor of Expedia’s obligations with respect to the foregoing Notes, an Indenture to be dated as of August 18, 2014, as supplemented by the First Supplemental Indenture to be dated as of August 18, 2014 (the “Indenture”).

We have reviewed and are familiar with: (a) the Articles of Incorporation, Articles of Organization, Bylaws, Operating Agreements and other organizational documents of the Nevada Parties (as the same may have been amended or amended and restated), in each case certified to us by an officer or member of the Nevada Parties as being the true and correct copies of same, (b) Resolutions adopted by the Boards of Directors or Managing Members of the Nevada Parties, executed by authorized signatories of the Nevada Parties and certified to us by an officer or member of the Nevada Parties as being true and correct and having not been modified or rescinded since such date, (c) a certificate of an officer or member of the Nevada Parties representing certain factual matters in connection with the approval, execution and delivery of the Indenture, which representations we have assumed the validity of and relied on, (d) Secretary’s Certificates for the Nevada Parties, which we have assumed the validity of and relied on, and (e) such other matters as we have deemed necessary for this opinion.

In making our examination, we have assumed that all signatures on documents examined by us are genuine, the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies, the legal capacity of all natural persons, and the accuracy and completeness of all other information provided to us by Expedia and the Nevada Parties, as applicable, during the course of our investigations, on which we have relied in issuing the opinions expressed below. In addition, we have assumed that the persons identified to us as officers and directors or members of the Nevada Parties as of particular dates were actually serving in such capacities on such dates.

 

Holland & Hart LLP  Attorneys at Law

Phone (775) 327-3000  Fax (775) 786-6179  www.hollandhart.com

5441 Kietzke Lane  Second Floor  Reno, Nevada 89511

Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C


LOGO   

Expedia, Inc.

August 18, 2014

Page 2

 

Based upon the foregoing, we are of the opinion that (i) each of the Nevada Parties is validly existing under the laws of the State of Nevada, (ii) each of the Nevada Parties has the corporate or limited liability company power and authority to execute and deliver the Indenture and to perform its obligations thereunder, and (iii) the execution, delivery and performance by each of the Nevada Parties of the Indenture has been duly authorized by all necessary corporate or limited liability company action on behalf of the Nevada Parties. This opinion is limited to matters governed by the laws of the State of Nevada, and to the extent that any of the foregoing matters are deemed to be governed by the laws of any other state, we render no opinion with respect thereto.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Sincerely,
/s/ Holland & Hart LLP