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EXHIBIT 5.1
LEGAL OPINION OF GIBSON, DUNN & CRUTCHER LLP
July 6, 2000
(214) 698-3100 G 88814-00024
Sabre Holdings Corporation
4255 Amon Carter Boulevard
MD 4204
Fort Worth TX 76155
Re: Registration Statement on Form S-8 of Sabre
Holdings Corporation
Dear Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8
("Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), filed by Sabre Holdings
Corporation, a Delaware corporation (the "Company"), with respect
to the proposed offering by the Company of up to 9,000,000 shares
(the "Shares") of the Class A Common Stock of the Company, $.01
par value per share (the "Common Stock"), subject to issuance by
the Company upon purchase or exercise of options or other awards
granted under the Sabre Holdings Corporation Employee Stock
Purchase Plan and the Sabre Holdings Corporation 2000 Stock
Option Plan (the "Plans").
We have examined the originals or certified copies of such
corporate records, certificates of officers of the Company and/or
public officials and such other documents and have made such
other factual and legal investigations as we have deemed relevant
and necessary as the basis for the opinions set forth below. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as conformed or photostatic copies and the
authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the
assumptions stated above and relying on the statements of fact
contained in the documents that we have examined, we are of the
opinion that (i) the issuance by the Company of the Shares has
been duly authorized, and (ii) upon payment of either the
purchase price or the option exercise price and issuance of the
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Sabre Holdings Corporation
July 6, 2000
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Shares in accordance with the terms of the Plans, the Shares will
be duly and validly issued, fully paid and non-assessable shares
of Common Stock.
We are admitted to practice in the State of Texas, and are
not admitted to practice in the State of Delaware. However, for
the limited purposes of our opinion set forth above, we are
generally familiar with the General Corporation Law of the State
of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion
with respect to a Delaware corporation. This opinion letter is
limited to the laws of the State of Texas and, to the limited
extent set forth above, the DGCL, as such laws presently exist
and to the facts as they presently exist. We express no opinion
with respect to the effect or applicability of the laws of any
other jurisdiction. We assume no obligation to revise or
supplement this opinion letter should the laws of such
jurisdictions be changed after the date hereof by legislative
action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the
General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
Gibson, Dunn & Crutcher LLP
