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Letter #26 LOEWS CORPORATION 667 Madison Avenue, New YorkolN.Y. 10021-8087 (212) 545-2000 GARY W GARSON Vice President, Deputy General Counsel & Assistant Secretary Direct Dial (212) 545-2932 FAX (212) 935-6801 September 20, 1996 City of Miami Beach and Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Re: Miami Beach Convention Center Hotel Ladies and Gentlemen: As Deputy General Counsel of Loews Corporation, a Delaware corporation ("Loews"), Loews Hotels Holding Corporation, a Delaware corporation, ("LHHC") and Loews Miami Beach Operating Company, Inc., a Delaware corporation ("Operating Company" and Loews, LHHC and Operating Company hereinafter sometimes called the "Companies"), I am familiar with the Agreements more particularly described on Schedule I annexed hereto and made a part hereof (the" Agreements"). This opinion letter is being delivered to you at your request in connection with the Agreements. In connection with the foregoing, I have examined originals or copies, certified or otherwise identified, to my satisfaction, of such corporate records, agreements, certificates and other instruments as I have deemed relevant and necessary for the purpose of the opinion expressed herein and have made such other investigation of law and fact as I have deemed appropriate. In such examination, I have assumed the genuineness of all signatures (other than those of officers of the Companies), the authenticity of all documents submitted to me as originals and the conformity to the original documents of all documents submitted to me as copies. As to any facts material to my opinion I have, when the relevant facts were not independently established, relied upon the aforesaid documents and, to my knowledge, such facts are true and correct in all material respects. W6-MI962640.071 The City of Miami Beach and The Miami Beach Redevelopment Agency September 20, 1996 Page 2 The OplruOns expressed herein are subject to the following exceptions, assumptions, qualifications and limitations: A. As used herein in relation to my opinion on any particular matter, the phrase "to my knowledge" or words of similar import means I have not made any independent verification of or inquiry with respect to the facts relevant to such opinion, for purposes of rendering this opinion to you, but nothing has come to my attention that is inconsistent with the opinion stated. B. I am a member of the Bar of the State of New York and do not express any opinion as to any matters governed by any laws other than the laws of New York, the General Corporation Law of Delaware, and the federal laws of the United States of America. C. The provisions of the Agreements which permit any person to take action or make determinations, or to benefit from indemnities or similar undertakings, or waivers, exculpatory provisions or similar provisions, may be subject to limitations imposed by law or by public policy considerations, including, without limitation, a requirement that such action be taken or such determination be made, or that any action or inaction by any person in respect of which such an indemnity or similar undertaking, or such a waiver, exculpatory provision or similar provision, may be called upon or raised, be taken or not taken, as the case may be, on a reasonable and lawful basis and in good faith. D. The opinions expressed in this letter are based upon the law in effect on the date hereof, and I assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise or if I become aware after the date of this letter of any facts that might change the opinions expressed above. E. I express no opinion as to the enforceability of any of the Agreements. Based on the foregoing, it is my opinion that: 1. The Companies are corporations duly incorporated and validly existing in good standing under the laws of the State of Delaware. The Companies have all requisite corporate power under the corporate laws of the State of Delaware to carry on their business as now conducted, to enter into the Agreements to which each is a party and to perform their respective obligations under the Agreements. 2. The Agreements have been duly authorized by all requisite corporate action on the part of the Companies and each of the Companies has duly executed and delivered those of the Agreements to which it is a party. W6-MI962640.071 The City of Miami Beach and The Miami Beach Redevelopment Agency September 20, 1996 Page 3 3. No consent, permission or authorization is required to be obtained by any of the Companies from any other parties in connection with the execution and delivery by such Company of the Agreement to which it is a party, except for any such consents, permissions and authorizations that have been obtained. 4. The execution and delivery by each Company of those of the Agreements to which it is a party and the performance of such Company of its respective obligations thereunder will not violate, conflict with or result in the breach of the provisions of, or constitute a material default under (i) its articles of incorporation and by-laws or any other agreement or instrument to which such Company is a party or by which any of its properties or assets is bound or (ii) any court decree or order of any court or governmental body of the State of New York binding on such Company, or any law, rule, regulation or ordinance of the State of New York applicable to such Company. 5. I do not have any actual knowledge of any actions, proceedings or investigations pending or threatening against any Company that would materially adversely affect the validity of any of the Agreements to which such Company is a party, or the transactions contemplated thereby. The opinions expressed in this letter may not be relied upon by any person other than you and your permitted successors and assigns under the Agreements without my prior written consent. W6-MI962640.071 SCHEDULE I THE AGREEMENTS 1. Completion Guarantee of even date by Loews in favor of the Agency. 2. Stock Purchase Agreement between the City of Miami Beach (the "City"), as Guarantor, to LHHC. 3. Management Agreement between Operating Company and MB. 4. Attornment Agreement of even date among Miami Beach Redevelopment Agency (the "Agency"), MB Redevelopment, Inc. ("MB") and Operating Company. W6-MI962640.071