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Exhibit 5.1
[Marriott International Law Department Letterhead]
June 14, 2000
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel to Marriott International, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-3 of the Company (the "Registration Statement")
to be filed on or about June 14, 2000 with the Securities and Exchange
Commission (the "Commission"), of up to 1,369,423 shares of Common Stock (the
"Shares"), par value $.01 per share, to be offered and sold from time to time by
a selling stockholder of the Company listed in the Registration Statement. The
Shares are issuable upon conversion of the Company's ESOP Convertible Preferred
Stock (the "ESOP Shares"). This opinion is being furnished to you at your
request in connection with the filing of the Registration Statement.
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the Restated Certificate of Incorporation and Bylaws of
the Company, the Certificate of Designation for the ESOP Shares, the proceedings
of the Board of Directors of the Company or a committee thereof relating to the
Shares and the ESOP Shares and such other statutes, certificates, instruments,
and documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution and delivery by such parties of such
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documents and the validity, binding effect, and enforceability thereof with
respect to such parties.
Based upon the foregoing, having regard for such legal considerations as we
deem relevant, and limited in all respects to applicable Delaware law, we are of
the opinion and advise you that the Shares have been duly authorized and, when
issued upon conversion of the ESOP Shares in accordance with the terms thereof,
will be validly issued, fully paid and non-assessable.
In addition to the qualifications set forth above, this opinion is subject
to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Delaware. This opinion concerns only the
effect of the laws (exclusive of the securities or "blue sky" laws and the
principles of conflict of laws) of the State of Delaware as currently in effect.
We assume no obligation to supplement this opinion if any applicable laws change
after the date hereof or if any facts or circumstances come to our attention
after the date hereof that might change this opinion. This opinion is limited
to the matters set forth herein, and no other opinion should be inferred beyond
the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our Law Department under the
heading "Legal Matters" in the Prospectus included in the Registration
Statement. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT
By: /s/ Joseph Ryan
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Joseph Ryan
Executive Vice President and General Counsel
