EXHIBIT 5.1
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
October
15, 2007
Expedia, Inc.
3150 139th Avenue SE
Bellevue, WA 98005
Re: Expedia, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (the “Registration
Statement”) to be filed on the date hereof by Expedia, Inc., a Delaware corporation (the
“Company”), and the Company’s subsidiary guarantors listed in the Registration Statement (the
“Subsidiary Guarantors”) with the Securities and Exchange Commission in connection with the
registration pursuant to the Securities Act of 1933, as amended (the “Act”), that is automatically
effective under the Act pursuant to Rule 462(e) promulgated thereunder, of an indeterminate amount
of the Company’s debt securities (the “Debt Securities”), which may be issued in one or more series
under one or more indentures (the “Indentures”) proposed to be entered into between the Company and
The Bank of New York, as trustee (the “Trustee”), guarantees by one or more of the Subsidiary
Guarantors (the “Guarantees”) of Debt Securities issued from time to time by the Company, shares of
Company Common Stock, $0.001 par value per share (the “Common Stock”), shares of Company Preferred
Stock, $0.001 par value per share (the “Preferred Stock”), warrants (the “Warrants”) and such
indeterminate amount of Debt Securities and number of shares of Common Stock or Preferred Stock as
may be issued upon conversion, exchange or exercise of any Debt Securities, Preferred Stock or
Warrants, including such shares of Common Stock or Preferred Stock as may be issued pursuant to
anti-dilution adjustments, in amounts, at prices and on terms to be determined at the time of
offering. The Debt Securities, the Guarantees, the Preferred Stock, the Common Stock and the
Warrants are collectively referred to herein as the “Securities”.
We have examined and relied on originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or appropriate for the purposes of this opinion. In such
examination, we have assumed (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the
truth, accuracy and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed; (d) the Registration
Statement, and any amendments thereto (including post-effective amendments), will have become
effective under the Act; (e) a prospectus supplement will have been filed with the Securities and
Exchange Commission describing the Securities offered thereby; (f) all Securities will be issued
and sold in compliance with applicable federal and state securities laws and in the manner stated
in the Registration Statement and the applicable prospectus supplement; (g) a definitive purchase,
underwriting or similar agreement with respect
to any Securities offered will have been duly authorized and validly executed and delivered by
the Company and the other parties thereto; (h) any Debt Securities that may be issued will be
issued in a form that complies with the Indentures and the Indentures and any supplemental
indenture to be entered into in connection with the issuance of such Debt Securities will be
manually signed or countersigned, as the case may be, by duly authorized officers of the Trustee;
(i) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities
being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange, redemption or exercise and (j) with respect to shares of Common Stock or
Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock
authorized under the Company’s organizational documents and not otherwise reserved for issuance.
We have assumed that the terms of the Securities will have been established so as not to, and that
the execution and delivery by the Company and the Subsidiary Guarantors of, and the performance of
its obligations under, the Securities will not, violate, conflict with or constitute a default
under (i) any agreement or instrument to which the Company or any of the Subsidiary Guarantors is
subject, (ii) any law, rule or regulation to which the Company or any of the Subsidiary Guarantors
is subject, (iii) any judicial or regulatory order or decree of any governmental authority or (iv)
any consent, approval, license, authorization or validation of, or filing, recording or
registration with any governmental authority. As to any facts material to the opinions expressed
herein that we did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.
We are members of the Bar of the State of New York, and we have not considered, and we express
no opinion as to, the laws of any jurisdiction other than the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the United States of
America, in each case as in effect on the date hereof.
Based upon the foregoing, and subject to the qualifications set forth in this letter, it is
our opinion that:
1. With respect to any series of Debt Securities to be offered by the Company pursuant to the
Registration Statement (the “Offered Debt Securities”), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become effective under the
Act and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended, (ii)
an appropriate prospectus supplement or term sheet with respect to the Offered Debt Securities has
been prepared, delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder, (iii) if the Offered Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the Offered Debt
Securities has been duly authorized, executed and delivered by the Company and the other parties
thereto, (iv) the Board of Directors of the Company (the “Board”), including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Offered Debt Securities and related
matters, (v) the Indentures and any supplemental indenture in respect of such Offered Debt
Securities have been duly executed and delivered by each party thereto, (vi) the terms of the
Offered Debt Securities and of their issuance and sale have been duly established in conformity
with the Indentures and any supplemental indenture to be entered into in connection with the
issuance of such Offered Debt Securities, so as not to violate any applicable law, the
organizational documents of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to comply with any
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requirement or restriction imposed by any court or governmental body having jurisdiction over the
Company, and (vii) the Offered Debt Securities have been issued in a form that complies with, and
have been duly executed and authenticated in accordance with, the provisions of the Indentures and
any supplemental indenture to be entered into in connection with the issuance of such Offered Debt
Securities and duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Debt Securities (including any Debt Securities duly issued upon
conversion, exchange or exercise of any Warrants, Debt Securities or Preferred Stock), when issued
and sold in accordance with the Indentures, any supplemental indenture to be entered into in
connection with the issuance of such Offered Debt Securities and the applicable underwriting
agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase
or agency agreement, will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms.
2. With respect to Guarantees of any series of Debt Securities issued by any Subsidiary
Guarantors (the “Offered Guarantees”), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under the Act and the
Indentures have been qualified under the Trust Indenture Act of 1939, as amended, (ii) an
appropriate prospectus supplement or term sheet with respect to the Offered Guarantees has been
prepared, delivered and filed in compliance with the Act and the applicable rules and regulations
thereunder, (iii) if the Offered Guarantees are to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the Offered Guarantees has been
duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and the other
parties thereto, (iv) each of the Subsidiary Guarantors has taken all necessary corporate or other
action to approve the issuance and terms of the Offered Guarantees and related matters, (v) the
Indentures and any supplemental indenture in respect of such Offered Guarantees have been duly
executed and delivered by each party thereto, (vi) the terms of the Offered Guarantees and of their
issuance and sale have been duly established in conformity with the Indentures and any supplemental
indenture to be entered into in connection with the issuance of such Offered Guarantees, so as not
to violate any applicable law, or any operative document of any of the Subsidiary Guarantors or
result in a default under or breach of any agreement or instrument binding upon any of the
Subsidiary Guarantors and so as to comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over any of the Subsidiary Guarantors, and (vii) the
Offered Guarantees have been issued in a form that complies with the Indentures and have been duly
executed, authenticated and delivered in accordance with the provisions of the Indentures and any
supplemental indenture to be entered into in connection with the issuance of such Offered
Guarantees, the Offered Guarantees will be valid and binding obligations of each of the Subsidiary
Guarantors, enforceable against each of the Subsidiary Guarantors in accordance with their
respective terms.
3. With respect to the shares of any series of Preferred Stock to be offered by the Company
pursuant to the Registration Statement (the “Offered Preferred Shares”), when (i) the Registration
Statement, as finally amended (including all necessary post-effective amendments), has become
effective under the Act, (ii) an appropriate prospectus supplement or term sheet with respect to
the Offered Preferred Shares has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations thereunder, (iii) if the Offered Preferred Shares are to be
sold pursuant to a firm commitment underwritten offering, the underwriting agreement
with respect to the Offered Preferred Shares has been duly authorized, executed and delivered
by
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the Company and the other parties thereto, (iv) the Board, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken all necessary corporate
action to approve the issuance, terms and sale of the Offered Preferred Shares, the consideration
to be received therefor and related matters, (v) a Certificate of Designation conforming to the
Delaware General Corporation Law regarding such series of Preferred Stock has been filed with the
Secretary of State of the State of Delaware, (vi) the terms of the Offered Preferred Shares and of
their issuance and sale have been duly established in conformity with the terms of the particular
series as established by the Board, so as not to violate any applicable law, the organizational
documents of the Company or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, and (vii) certificates in the form
required under the Delaware General Corporation Law representing the Offered Preferred Shares are
duly executed, countersigned, registered and delivered upon payment of the agreed-upon
consideration therefor, the Offered Preferred Shares (including any shares of Preferred Stock duly
issued upon conversion, exchange or exercise of any Warrants, Debt Securities or Preferred Stock),
when issued or sold in accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered valid and binding purchase or agency agreement, will be legally
issued, fully paid and nonassessable.
4. With respect to any shares of Common Stock to be offered by the Company pursuant to the
Registration Statement (the “Offered Common Shares”), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become effective under the
Act, (ii) an appropriate prospectus supplement or term sheet with respect to the Offered Common
Shares has been prepared, delivered and filed in compliance with the Act and the applicable rules
and regulations thereunder, (iii) if the Offered Common Shares are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the Offered Common
Shares has been duly authorized, executed and delivered by the Company and the other parties
thereto, (iv) the Board, including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to approve the issuance of the
Offered Common Shares, the consideration to be received therefor and related matters, (v) the terms
of the issuance and sale of the Offered Common Shares have been duly established in conformity with
the organizational documents of the Company, do not violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the
Company and (vi) certificates in the form required under the Delaware General Corporation Law
representing the Offered Common Shares are duly executed, countersigned, registered and delivered
upon payment of the agreed upon consideration therefor, the Offered Common Shares (including any
shares of Common Stock duly issued upon conversion, exchange or exercise of any Warrants, Debt
Securities or Preferred Stock registered on the Registration Statement), when issued and sold in
accordance with the applicable underwriting agreement with respect to the Offered Common Shares or
any other duly authorized, executed and delivered valid and binding purchase or agency agreement,
will be legally issued, fully paid and nonassessable.
5. With respect to any Warrants to be offered by the Company pursuant to the Registration
Statement (the “Offered Warrants”), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become effective
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under the Act, (ii) an appropriate prospectus supplement or term sheet with respect to the Offered
Warrants has been prepared, delivered and filed in compliance with the Act and the applicable rules
and regulations thereunder, (iii) the Board, including any appropriate committee appointed thereby,
and appropriate officers of the Company have taken all necessary corporate action to approve the
issuance of the Offered Warrants, the consideration to be received therefor and related matters,
(iv) the warrant agreement with respect to the Offered Warrants (the “Warrant Agreement”) has been
duly authorized, executed and delivered by the Company and the other parties thereto, (v) the terms
of the issuance and sale of the Offered Warrants have been duly established in conformity with the
Warrant Agreement, so as not to violate any applicable law, the organizational documents of the
Company or result in a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and (vi) the Offered Warrants have been
duly executed and delivered against payment therefore, pursuant to the Warrant agreement, the
Offered Warrants will be legally issued, fully paid and nonassessable.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
the enforcement of creditors’ rights generally, (b) general equitable principles (whether
considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair
dealing, (d) provisions of law that require that a judgment for money damages rendered by a court
in the United States be expressed only in United States dollars, (e) limitations by any
governmental authority that limit, delay or prohibit the making of payments outside the United
States and (f) generally applicable laws that (i) provide for the enforcement of oral waivers or
modifications where a material change of position in reliance thereon has occurred or provide that
a course of performance may operate as a waiver, (ii) limit the availability of a remedy under
certain circumstances where another remedy has been elected, (iii) limit the enforceability of
provisions releasing, exculpating or exempting a party from, or requiring indemnification of a
party for, liability for its own action or inaction, to the extent the action or inaction involves
gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than
all of a contract may be unenforceable, limit the enforceability of the balance of the contract to
circumstances in which the unenforceable portion is not an essential part of the agreed exchange,
(v) may limit the enforceability of provisions providing for compounded interest, imposing
increased interest rates or late payment charges upon delinquency in payment or default or
providing for liquidated damages or for premiums upon acceleration and (vi) limit the waiver of
rights under usury laws. We express no opinion as to whether, or the extent to which, the laws of
any particular jurisdiction apply to the subject matter hereof, including, without limitation, the
enforceability of the governing law provision contained in any Securities and their governing
documents.
We hereby consent to the filing of copies of this opinion as an exhibit to the Registration
Statement and to the use of our name in the prospectus forming a part of the Registration Statement
under the caption “Legal Matters.” 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 and the rules
and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby
disclaim any) obligation to update this opinion.
Very truly yours,
/s/
Wachtell, Lipton, Rosen & Katz
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