October 16, 2000
(214) 698-3205 88814-00024
Sabre Holdings Corporation
Re: Registration Statement on Form S-8, as filed on October 17, 2000
(the "Registration Statement")
Dear Ladies and Gentlemen:
We have acted as special counsel to Sabre Holdings Corporation, a
Delaware corporation (the "Company") in connection with the Company's
registration of the proposed issuance of up to 4,700,517 shares (the
"Shares") of Common Stock, par value $.01 per share, of the Company under
the Getthere.com 1996 Stock Incentive Plan and the Getthere.com 1999 Stock
Incentive Plan (the "Stock Option Plans"), pursuant to options to purchase
the Company's Stock to be issued through the conversion of options
previously outstanding under the Stock Option Plans to purchase shares of
stock in Getthere.com, a Delaware corporation, in accordance with the terms
of that certain Agreement and Plan of Merger by and among the Company,
Sabre Inc. and Getthere Inc. dated as of August 28, 2000 ("Merger
Agreement"). We are rendering this opinion pursuant to Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended.
To render the opinion set forth herein, we have examined the documents
described below. We have assumed that no agreements or understandings exist
among any of the parties to these documents or with any third parties that
would expand, modify, or otherwise affect the terms of these documents or
the respective rights or obligations of the parties thereunder.
1. The Certificate of Incorporation of the Company.
2. The Bylaws of the Company.
3. The resolutions of the Board of Directors of the Company, dated as
of August 27, 2000.
4. The Merger Agreement.
5. The Stock Option Plans.
We have also examined such other documents as we deemed necessary to
render the opinions set forth herein. In connection with our examination,
we have assumed the authenticity of all documents submitted to us as
originals, that all such documents have been validly adopted and duly
executed, the genuineness of all signatures, the legal capacity of all
natural persons, the conformity to originals of all copies of documents
submitted to us, and the authenticity of the originals of such copied
documents. We have also relied upon the certificates of public officials
and corporate officers with respect to the accuracy of all matters
contained therein without any independent verification thereof.
Based upon the foregoing examination and in reliance thereon, and
subject to the assumptions stated and relying on statements of fact
contained in the documents that we have examined, it is our opinion that,
when (i) the Registration Statement has become effective under the
Securities Act and assuming no stop order has been issued by the Commission
with respect thereto, (ii) the Shares have been issued and sold as
contemplated in the Registration Statement and in accordance with the
provisions of the Stock Option Plans, (iii) the Company has received
consideration for the Shares in excess of the par value of the Common Stock
and as contemplated by the Stock Option Plans, and (iv) the Shares have
been duly delivered, the Shares will be legally issued, fully paid and
non-assessable.
Our opinions expressed herein are based upon the laws of the State of
Texas and the Delaware General Corporation Law, and nothing herein shall be
deemed to be an opinion as to the laws of any other jurisdiction. We assume
no obligation to revise or supplement this opinion should the present laws
of the State of Texas or the Delaware General Corporation Law, or the
interpretation thereof, change.
This opinion is intended solely for the Company's use. No other person
may rely upon this opinion or reproduce or file it publicly without our
prior written consent. We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration
Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
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DIS/jcg
