Exhibit 5.1

 

 

June 3, 2020

 

Service Properties Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

 

	Re:	Service Properties Trust
		7.50% Senior Notes due 2025

 

Ladies and Gentlemen:

 

We have acted as counsel to Service Properties Trust, a Maryland real estate investment trust (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) in connection with (i) the Company’s authorization for the issuance and sale of an aggregate of $800.0 million in principal amount of the Company’s 7.50% Senior Notes due 2025 (the “Notes”), which will be guaranteed by the Guarantors (the “Guarantees”), to be issued pursuant to an Indenture, dated as of February 3, 2016 (the “Base Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), to be supplemented by the Ninth Supplemental Indenture, to be dated on or about June 17, 2020 (the “Supplemental Indenture”), among the Company, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the Supplemental Indenture, the “Indenture”). We understand that the Notes are to be offered and sold under the Company’s Registration Statement on Form S-3, No. 333-226944, as amended by Post-Effective Amendment No. 1 thereto (the “Registration Statement”).

 

In connection with this opinion, we have examined and relied upon copies of (i) the Declaration of Trust, Certificate of Incorporation, Articles of Incorporation, Certificate of Formation or Certificate of Organization, as applicable, and bylaws or limited liability company agreement, as applicable, of each of the Guarantors set forth on Schedule II hereto (the “Opinion Guarantors”), (ii) the Registration Statement, (iv) the final Prospectus dated June 2, 2020 (the “Base Prospectus”) relating to the Registration Statement, (v) the final Prospectus Supplement to the Base Prospectus dated June 3, 2020, relating to the Notes and the Guarantees (the “Prospectus Supplement” and the Base Prospectus, as supplemented thereby, the “Prospectus”), (vi) the Indenture, (vii) resolutions adopted by the Board of Trustees of the Company on June 1, 2020, and resolutions adopted by an Ad Hoc Pricing Committee of the Board of Trustees of the Company on June 3, 2020, each relating to the Notes and the Guarantees, and (viii) resolutions adopted by the board of directors or comparable governing body of the Opinion Guarantors. We have also examined and relied upon originals or copies of such records, agreements and instruments of the Company and the Guarantors, certificates of public officials and of officers of the Company and the Guarantors and such other documents and records, and such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein, we have relied without independent verification upon certificates of public officials, upon statements of officers or other representatives of the Company and statements of fact contained in documents we have examined.

 

 

 

Service Properties Trust

June 3, 2020

Page 2

 

We have assumed for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, the Indenture, that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations, and that the Indenture is and will be the valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms.

 

We express no opinion herein as to any laws other than the laws of the State of New York, the General Corporation Law statute of the State of Delaware, the Limited Liability Company Act of the State of Delaware (the “Delaware LLC Act”) and the federal laws of the United States. In connection with our opinions herein relating to the Delaware LLC Act, we call to your attention that such opinions are based solely upon our examination of the Delaware LLC Act as currently in effect (without regard to judicial interpretations thereof or rules or regulations promulgated thereunder). We are not admitted to practice law in the State of Delaware, and we expressly disclaim any opinions regarding Delaware contract law or general Delaware law that may be incorporated expressly or by operation of law into the Delaware LLC Act or into any limited liability company operating agreement or other document entered into pursuant thereto. Insofar as this opinion involves matters of Maryland and/or Louisiana law we have, with the Company’s permission, relied solely upon the opinions of even date herewith of Venable LLP and Stone Pigman Walther Wittmann L.L.C., copies of which we understand the Company is filing as Exhibits 5.2 and 5.3, respectively, to its Current Report on Form 8-K, to be dated on or about June 2, 2020 (the “Current Report”), and with respect to matters involving Maryland and Louisiana law our opinion is subject to the exceptions, limitations and qualifications set forth in such opinions.

 

Our opinion set forth below with respect to the good standing of the Opinion Guarantors in certain jurisdictions, other than the Opinion Guarantor which, as set forth on Schedule II hereto, is a Massachusetts “nominee trust,” is based solely upon certificates, dated various dates, to such effect issued by the Secretary of State (or comparable official) of such jurisdictions.

 

Our opinion set forth below with respect to the validity or binding effect of the Notes or any obligations may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

 

 

Service Properties Trust

June 3, 2020

Page 3

 

Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, (1) each of the Opinion Guarantors which, as set forth on Schedule II hereto, are Delaware, Massachusetts or New York corporations or limited liability companies has been duly formed, is validly existing as a limited liability company or corporation and is in good standing under Delaware, Massachusetts or New York law, as applicable, (2) the Opinion Guarantor which, as set forth on Schedule II hereto, is a Massachusetts “nominee trust” exists as a trust under the laws of the Commonwealth of Massachusetts and (3) the Guarantees by the Opinion Guarantors have been duly authorized by the Opinion Guarantors, and, when the Notes have been (A) duly executed and delivered by the Company and authenticated by the Trustee as provided in the Indenture, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Notes and the Guarantees will constitute valid and binding obligations of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as the case may be, in accordance with their respective terms.

 

The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. This opinion is rendered to you in connection with the offering of the Notes and the Guarantees under the Prospectus. We hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Current Report, which is incorporated by reference into the Registration Statement and the Prospectus, and to references to our firm under the caption “Legal Matters” in the Base Prospectus and in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP

 

 

Schedule I

 

Guarantors

 

Cambridge TRS, Inc.

 

Harbor Court Associates, LLC

 

Highway Ventures Borrower LLC

 

Highway Ventures LLC

 

HPT Cambridge LLC

 

HPT Clift TRS LLC

 

HPT CW MA Realty Trust

 

HPT CW MA Realty LLC

 

HPT CY TRS, Inc.

 

HPT Geary ABC Holdings LLC

 

HPT Geary Properties Trust

 

HPT IHG Chicago Property LLC

 

HPT IHG GA Properties LLC

 

HPT IHG-2 Properties Trust

 

HPT IHG-3 Properties LLC

 

HPT SN Holding, Inc.

 

HPT State Street TRS LLC

 

HPT TA Properties LLC

 

HPT TA Properties Trust

 

HPT TRS IHG-2, Inc.

 

HPT TRS Inc.

 

HPT TRS MRP, Inc.

 

HPT TRS SPES II, Inc.

 

HPT TRS WYN, Inc.

 

HPT Wacker Drive TRS LLC

 

 

HPTCY Properties Trust

 

HPTMI Hawaii, Inc.

 

HPTMI Properties Trust

 

Royal Sonesta, Inc.

 

SVC Holdings LLC

 

SVCN 1 LLC

 

SVCN 2 LLC

 

SVCN 5 LLC

 

 

Schedule II

 

Opinion Guarantors

 

Highway Ventures Borrower LLC, a Delaware limited liability company

 

Highway Ventures LLC, a Delaware limited liability company

 

HPT Cambridge LLC, a Massachusetts limited liability company

 

HPT CW MA Realty Trust, a Massachusetts nominee trust

 

HPT SN Holding, Inc., a New York corporation

 

HPTMI Hawaii, Inc., a Delaware corporation

 

SVCN 1 LLC, a Delaware limited liability company

 

SVCN 2 LLC, a Delaware limited liability company

 

SVCN 5 LLC, a Delaware limited liability company