<PAGE>
As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
HOST MARRIOTT, L.P.
HOST MARRIOTT CORPORATION
(Exact name of registrant as specified in its governing instrument)
_______________________
<TABLE>
<S> <C> <C>
Delaware 7011 52-2095412
Maryland 7011 53-0085950
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification Number)
</TABLE>
10400 Fernwood Road
Bethesda, Maryland 20817-1109
301-380-9000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________________
Christopher G. Townsend, Esq.
Senior Vice President and General Counsel
10400 Fernwood Road
Bethesda, Maryland 20817-1109
301-380-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________________
Copies to:
J. Warren Gorrell, Jr., Esq.
James E. Showen, Esq.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
__________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-55807
---------
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ___________
_________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Price Registration
Registered Registered (1) (2) Fee
<S> <C> <C> <C> <C>
Units of Limited
Partnership Interest...... 8,012,332 (3) $11.28 $11,871,571 $3,301 (4)
Shares of Common Stock,
par value $.01 per share.. 8,012,332 (3) $11.28 $11,871,571 $ -0- (4)
Shares of Common Stock,
par value $.01 per share.. 8,012,332 (5) $11.28 $11,871,571 $ 3,301
TOTAL.................... ........... .......... ............... $ 6,602
</TABLE>
(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, estimated
solely for the purpose of calculating the registration fee based on the
average of the high and low reported sale prices on The New York Stock
Exchange on January 29, 1999.
(2) Pursuant to Reg. No. 333-55807, the Registrants previously registered units
of limited partnership interest and shares of common stock with an
estimated maximum aggregate offering price of $288,357,000 for issuance in
connection with the transactions collectively referred to in Reg. No. 333-
55807 as the "Mergers." The Registrants are filing this Registration
Statement on Form S-4 pursuant to Rule 462(b) to increase the proposed
maximum aggregate offering price of the units and shares that could be
issued in connection with such transactions.
(3) Represents the number of units or shares of common stock, as applicable,
which, when added to the 18,603,677 units or shares of common stock, as
applicable, registered by Reg. No. 333-55807, represents the expected
number of units or shares of common stock, as applicable, issuable upon
consummation of the Mergers.
(4) Investors whose securities are exchanged or canceled in the Mergers will
receive units, which may be retained or exchanged for shares of common
stock. To the extent shares of common stock are issued in exchange for
units, the proposed maximum aggregate offering price of units will be
proportionately reduced and vice versa. Accordingly, no further fee is due
for the registration of the shares of common stock.
(5) Represents the number of shares of common stock issuable upon redemption of
the units registered hereby.
<PAGE>
Pursuant to General Instruction K of Form S-4 and Rule 462(b) under
the Securities Act of 1933, Host Marriott, L.P. and Host Marriott Corporation,
the successor by merger to HMC Merger Corporation, hereby incorporate by
reference the contents of their Registration Statement on S-4 (Reg. No. 333-
55807), including all exhibits thereto, which was previously declared effective
by the Securities and Exchange Commission. The Registrants are filing this
Registration Statement on Form S-4 pursuant to Rule 462(b) to increase by
$11,871,571, or approximately 4.1%, the proposed maximum aggregate offering
price of the units (and the shares of common stock offered in exchange for such
units) they are offering as consideration for assets transferred to them in the
Mergers.
Item 21. Exhibits and Financial Statements
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P.
5.2 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.2)
23.3 Consent of Arthur Andersen LLP
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bethesda, Maryland, on this 2nd day
of February, 1999.
HOST MARRIOTT CORPORATION, ON ITS OWN BEHALF
AND AS GENERAL PARTNER OF
HOST MARRIOTT, L.P.
By: /s/ Robert E. Parsons, Jr.
--------------------------
Robert E. Parsons, Jr.
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 2nd day of February, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Terence C. Golden President, Chief Executive Officer and
- ---------------------- Director
Terence C. Golden (principal executive officer)
/s/ Robert E. Parsons, Jr. Executive Vice President and Chief
- -------------------------- Financial Officer
Robert E. Parsons, Jr. (principal financial officer)
/s/ Donald D. Olinger Senior Vice President and Corporate
- ---------------------- Controller
Donald D. Olinger (principal accounting officer)
/s/ Richard E. Marriott Chairman of the Board of Directors
- ------------------------
Richard E. Marriott
<PAGE>
/s/ R. Theodore Ammon Director
- ----------------------
R. Theodore Ammon
/s/ Robert M. Baylis Director
- ---------------------
Robert M. Baylis
/s/ J.W. Marriott, Jr. Director
- -----------------------
J.W. Marriott, Jr.
/s/ Ann Dore McLaughlin Director
- ------------------------
Ann Dore McLaughlin
/s/ Harry L. Vincent, Jr. Director
- -------------------------
Harry L. Vincent, Jr.
/s/ John G. Schreiber Director
- ----------------------
John G. Schreiber
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
February 4, 1999
Host Marriott, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We are acting as counsel to Host Marriott, L.P., a Delaware limited
partnership (the "Operating Partnership"), in connection with its registration
statement on Form S-4 (the "Registration Statement"), prepared and filed with
the Securities and Exchange Commission (the "Commission") pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "1933 Act"), relating
to the public offering of up to an additional 8,012,332 units of limited
partnership interest (the "Additional OP Units") in connection with the
Operating Partnership's acquisition by merger (each, a "Merger" and
collectively, the "Mergers") of eight limited partnerships (the "Partnerships")
of which Host Marriott Corporation, a Delaware corporation ("Host"), or one of
its subsidiaries was the general partner. This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the registration statement on Form S-4 (Reg.
No. 333-55807) of the Operating Partnership and HMC Merger
Corporation, a Maryland corporation ("HMC"), into which Host was
merged, and in connection therewith HMC changed its name to Host
Marriott Corporation, as amended, which related to, among other
things, the proposed public offering of up to 18,603,677 of the
Operating Partnership's OP Units upon consummation of the Mergers
(such registration statement on Form S-4, the "Prior Registration
Statement"),
<PAGE>
Host Marriott, L.P.
February 4, 1999
Page 2
which included the Prospectus/Consent Solicitation Statement (the
"Consent Solicitation").
3. A memorandum to the file stating that, based upon telephone
conversations with the Staff of the Commission, the Prior
Registration Statement was declared effective at 5:30 p.m. on
October 8, 1998.
4. The Certificate of Limited Partnership of the Operating
Partnership, as amended, as certified by the Secretary of State
of the State of Delaware on February 3, 1999, and by the
Secretary of HMC, as sole general partner of the Operating
Partnership, on the date hereof as then being complete, accurate
and in effect.
5. The Second Amended and Restated Agreement of Limited Partnership
of the Operating Partnership dated as of December 30, 1998, as
certified by the Secretary of HMC, as sole general partner of the
Operating Partnership, on the date hereof as then being complete,
accurate and in effect.
6. The Articles of Amendment and Restatement of Articles of
Incorporation of HMC (the "Restated Articles"), as certified by
the Maryland State Department of Assessments and Taxation (the
"SDAT") on December 29, 1998, and by the Secretary of HMC on the
date hereof as then being complete, accurate and in effect.
7. The Bylaws of HMC, as certified by the Secretary of HMC on the
date hereof as then being complete, accurate and in effect.
8. Resolutions of the Board of Directors of HMC, as sole general
partner of the Operating Partnership, adopted on February 2,
1999, as certified by the Secretary of HMC, as sole general
partner of the Operating Partnership, on the date hereof as being
complete, accurate and in effect, relating to, among other
things, the preparation, execution and filing of the Registration
Statement, the issuance of the Additional OP Units and
arrangements in connection therewith.
<PAGE>
Host Marriott, L.P.
February 4, 1999
Page 3
9. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Atlanta Marriott Marquis II Limited Partnership, a Delaware
limited partnership ("Atlanta Marquis"), and HMC Atlanta Merger
Limited Partnership, as amended, pursuant to which HMC Atlanta
Merger Limited Partnership was merged with and into Atlanta
Marquis (the "Atlanta Marquis Merger Agreement").
10. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P., a
Rhode Island limited partnership ("Chicago Suites"), and HMC
Chicago Merger Limited Partnership, as amended, pursuant to which
HMC Chicago Merger Limited Partnership was merged with and into
Chicago Suites (the "Chicago Suites Merger Agreement").
11. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Desert Springs Marriott Limited Partnership, a Delaware limited
partnership ("Desert Springs"), and HMC Desert Merger Limited
Partnership, as amended, pursuant to which HMC Desert Merger
Limited Partnership was merged with and into Desert Springs (the
"Desert Springs Merger Agreement").
12. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Hanover Marriott Limited Partnership, a Delaware limited
partnership ("Hanover"), and HMC Hanover Merger Limited
Partnership, as amended, pursuant to which HMC Hanover Merger
Limited Partnership was merged with and into Hanover (the
"Hanover Merger Agreement").
13. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Diversified American Hotels, L.P., a Delaware limited
partnership ("MDAH"), and HMC Diversified
<PAGE>
Host Marriott, L.P.
February 4, 1999
Page 4
Merger Limited Partnership, as amended, pursuant to which HMC
Diversified Merger Limited Partnership was merged with and into
MDAH (the "MDAH Merger Agreement").
14. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Hotel Properties Limited Partnership, a Delaware limited
partnership ("MHP"), and HMC Properties I Merger Limited
Partnership, as amended, pursuant to which HMC Properties I
Merger Limited Partnership was merged with and into MHP (the "MHP
Merger Agreement").
15. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Hotel Properties II Limited Partnership, a Delaware
limited partnership ("MHP2"), and HMC Properties II Merger
Limited Partnership, as amended, pursuant to which HMC Properties
II Merger Limited Partnership was merged with and into MHP2 (the
"MHP2 Merger Agreement").
16. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Potomac Hotel Limited Partnership, a Delaware limited partnership
("PHLP"), and HMC Potomac Merger Limited Partnership, as amended,
pursuant to which HMC Potomac Merger Limited Partnership was
merged with and into PHLP (the "PHLP Merger Agreement," and,
collectively, the Atlanta Marquis Merger Agreement, the Chicago
Suites Merger Agreement, the Desert Springs Merger Agreement, the
Hanover Merger Agreement, the MDAH Merger Agreement, the MHP
Merger Agreement, the MHP2 Merger Agreement and the PHLP Merger
Agreement are referred to herein as the "Merger Agreements").
In our examination of the aforesaid certificates, documents and
agreements, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents and the conformity
to authentic original documents of all documents submitted to us as copies
(including telecopies).
<PAGE>
Host Marriott, L.P.
February 4, 1999
Page 5
We also have assumed the authenticity, accuracy and completeness of the
foregoing certifications of public officials and corporate officers and
statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Delaware law. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations or as to compliance with securities
(or "blue sky") laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following effectiveness of the Registration Statement and the
issuance of the OP Units in accordance with the terms described in the
Registration Statement and in the Merger Agreements, the Additional OP Units
will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in connection with
the filing of the Registration Statement on the date of this opinion letter and
speaks as of the date hereof. We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the incorporation by reference pursuant to
Rule 462(b) into the Registration Statement of the reference to this firm under
the caption "Legal Matters" in the Consent Solicitation. In giving this
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 5.2
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
February 4, 1999
Board of Directors
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We are acting as counsel to Host Marriott Corporation, a Maryland
corporation (the "Company"), which is the successor by merger to HMC Merger
Corporation ("HMC"), in connection with the Company's registration statement on
Form S-4 (the "Registration Statement"), prepared and filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating to the public offering of up to an
additional 8,012,332 shares of the Company's common stock, par value $.01 per
share (the "Additional Shares"), in exchange for up to an additional 8,012,332
units of limited partnership interest ("Additional OP Units") in Host Marriott,
L.P. (the "Operating Partnership") in connection with the Operating
Partnership's acquisition by merger (each, a "Merger" and collectively, the
"Mergers") of eight limited partnerships (the "Partnerships"), of which one of
the Company's subsidiaries is the general partner. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with
the Registration Statement.
For purposes of the opinions expressed in this letter, we have
examined copies of the following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the registration statement on Form S-4 of HMC
and the Operating Partnership (Reg. No. 333-55807), as amended,
which related to, among other things, the proposed public
offering of up to 18,603,677 shares of HMC's common stock in
exchange for OP Units in the Operating Partnership and which
included the Prospectus/Consent Solicitation Statement (the
"Consent Solicitation").
<PAGE>
Board of Directors
Host Marriott Corporation
February 4, 1999
Page 2
3. A memorandum to the file stating that, based upon telephone
conversations with the Staff of the Commission, the Prior
Registration Statement was declared effective at 5:30 p.m. on
October 8, 1998.
4. The Articles of Amendment and Restatement of Articles of
Incorporation of the Company (the "Restated Articles"), as
certified by the Maryland State Department of Assessments and
Taxation (the "SDAT") on December 29, 1998, and by the Secretary
of the Company on the date hereof as being complete, accurate and
in effect.
5. Articles Supplementary to the Restated Articles, as certified by
the SDAT on December 30, 1998, and by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
6. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
7. Resolutions of the Board of Directors of the Company adopted on
February 2, 1999, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect,
relating, among other things, to the preparation, execution and
filing of the Registration Statement, the issuance of the
Additional Shares and arrangements in connection therewith.
8. The Certificate of Limited Partnership of the Operating
Partnership, as amended, as certified by the Secretary of State
of the State of Delaware on February 3, 1999, and by the
Secretary of the Company, as sole general partner of the
Operating Partnership, on the date hereof as then being complete,
accurate and in effect.
9. The Second Amended and Restated Agreement of Limited Partnership
of the Operating Partnership dated as of December
<PAGE>
Board of Directors
Host Marriott Corporation
February 4, 1999
Page 3
30, 1998, as certified by the Secretary of the Company, as sole
general partner of the Operating Partnership, on the date hereof
as being complete, accurate and in effect.
10. Resolutions of the Board of Directors of the Company, as sole
general partner of the Operating Partnership, adopted on February
2, 1999, as certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect, relating to,
among other things, the preparation, execution and filing of the
Registration Statement, the issuance of the Additional OP Units
registered thereby, and arrangements in connection therewith.
11. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Atlanta Marriott Marquis II Limited Partnership, a Delaware
limited partnership ("Atlanta Marquis"), and HMC Atlanta Merger
Limited Partnership, as amended, pursuant to which HMC Atlanta
Merger Limited Partnership was merged with and into Atlanta
Marquis (the "Atlanta Marquis Merger Agreement").
12. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P., a
Rhode Island limited partnership ("Chicago Suites"), and HMC
Chicago Merger Limited Partnership, as amended, pursuant to which
HMC Chicago Merger Limited Partnership was merged with and into
Chicago Suites (the "Chicago Suites Merger Agreement").
13. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998 between the Company, the Operating Partnership,
Desert Springs Marriott Limited Partnership, a Delaware limited
partnership ("Desert Springs"), and HMC Desert Merger Limited
Partnership, as amended, pursuant to which HMC Desert Merger
Limited Partnership was merged
<PAGE>
Board of Directors
Host Marriott Corporation
February 4, 1999
Page 4
with and into Desert Springs (the "Desert Springs Merger
Agreement").
14. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Hanover Marriott Limited Partnership, a Delaware limited
partnership ("Hanover"), and HMC Hanover Merger Limited
Partnership, as amended, pursuant to which HMC Hanover Merger
Limited Partnership was merged with and into Hanover (the
"Hanover Merger Agreement").
15. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Diversified American Hotels, L.P., a Delaware limited
partnership ("MDAH"), and HMC Diversified Merger Limited
Partnership, as amended, pursuant to which HMC Diversified Merger
Limited Partnership was merged with and into MDAH (the "MDAH
Merger Agreement").
16. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Hotel Properties Limited Partnership, a Delaware limited
partnership ("MHP"), and HMC Properties I Merger Limited
Partnership, as amended, pursuant to which HMC Properties I
Merger Limited Partnership was merged with and into MHP (the "MHP
Merger Agreement").
17. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Marriott Hotel Properties II Limited Partnership, a Delaware
limited partnership ("MHP2"), and HMC Properties II Merger
Limited Partnership, as amended, pursuant to which HMC Properties
II Merger Limited Partnership was merged with and into MHP2 (the
"MHP2 Merger Agreement").
18. An executed copy of the Agreement and Plan of Merger dated as of
October 8, 1998, between the Company, the Operating Partnership,
Potomac Hotel Limited Partnership, a Delaware
<PAGE>
Board of Directors
Host Marriott Corporation
February 4, 1999
Page 5
limited partnership ("PHLP"), and HMC Potomac Merger Limited
Partnership, as amended, pursuant to which HMC Potomac Merger
Limited Partnership was merged with and into PHLP (the "PHLP
Merger Agreement," and, collectively, the Atlanta Marquis Merger
Agreement, the Chicago Suites Merger Agreement, the Desert
Springs Merger Agreement, the Hanover Merger Agreement, the MDAH
Merger Agreement, the MHP Merger Agreement, the MHP2 Merger
Agreement and the PHLP Merger Agreement are referred to herein as
the "Merger Agreements").
In our examination of the aforesaid certificates, documents and
agreements, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents and the conformity
to authentic original documents of all documents submitted to us as copies
(including telecopies). We also have assumed the authenticity, accuracy and
completeness of the foregoing certifications of public officials and corporate
officers and statements of fact, on which we are relying, and have made no
independent investigations thereof. In rendering the opinion below, we have
assumed that none of the Additional Shares will be issued in violation of the
ownership limits set forth in the Restated Articles. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Maryland law, we express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations or as to compliance with securities
(or "blue sky") laws or the real estate syndication laws of Maryland.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, following the (i) effectiveness of the Registration Statement,
(ii) election by limited partners in the Partnerships to exchange any Additional
OP Units issued in the Mergers for the Additional Shares and (iii) issuance of
the Additional Shares in exchange for such Additional OP Units as described in
the Registration Statement and the Merger Agreements, the Additional Shares will
be validly issued, fully paid and nonassessable.
<PAGE>
Board of Directors
Host Marriott Corporation
February 4, 1999
Page 6
This opinion letter has been prepared for your use in connection with
the filing of the Registration Statement on the date of this opinion letter and
speaks as of the date hereof. We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2
to the Registration Statement and to the incorporation by reference pursuant to
Rule 462(b) into the Registration Statement of the reference to this firm under
the caption "Legal Matters" in the Consent Solicitation. In giving this
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our reports and to all references to our firm
included in or made part of this registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
February 2, 1999
