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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 23, 2000
Excel Legacy Corporation
17140 Bernardo Center Drive, Suite 300
San Diego, California 92128
Re: Excel Legacy Corporation
Ladies and Gentlemen:
We are acting as counsel for Excel Legacy Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-11 filed by you with the Securities and Exchange Commission
("Commission") on June 1, 1998, as amended by Amendment No. 1 filed with the
Commission on August 13, 1998 and Amendment No. 2 on Form S-3 filed with the
Commission on June 23, 2000 (collectively, the "Registration Statement"), under
the Securities Act of 1933, as amended, relating to the offering from time to
time, as set forth in the prospectus contained in the Registration Statement
(the "Prospectus"), by the Selling Holders (as defined in the Registration
Statement) of 21,281,000 shares of Series B Liquidating Preference Convertible
Preferred Stock due 2005, par value $0.01 per share (the "Preferred Shares") and
the shares of common stock, par value $0.01 per share (the "Common Shares" and
together with the Preferred Shares, the "Securities") issuable upon conversion
of the Preferred Shares.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
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LATHAM & WATKINS
Excel Legacy Corporation
June 23, 2000
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We have been furnished with, and with your consent have relied upon,
certificates of officers of the Company with respect to certain factual matters.
In addition, we have obtained and relied upon such certificates and assurances
from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, including
statutory and reported decisional law thereunder, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law or the laws of any other local agencies within any
state.
Subject to the foregoing and the other matters set forth herein, it
is our opinion that, as of the date hereof:
1. The Preferred Shares have been duly authorized by all necessary
corporate action of the Company and are validly issued, fully paid and
nonassessable.
2. The Common Shares have been duly authorized by all necessary
corporate action of the Company and, upon issuance thereof upon the conversion
of the Preferred Shares in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.
This opinion is rendered only to you and is solely for your benefit
in connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to, or relied
upon by any other person, firm or corporation for any purpose, without our prior
written consent.
Very truly yours,
/s/ Latham & Watkins
