<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------
LA QUINTA INNS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1724417
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
WESTON CENTRE
112 E. PECAN STREET
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(Address of Principal Executive Offices) (Zip Code)
----------------
1997 EQUITY PARTICIPATION PLAN OF LA QUINTA INNS, INC.
(Full title of the plan)
----------------
JOHN F. SCHMUTZ
VICE PRESIDENT-GENERAL COUNSEL
LA QUINTA INNS, INC.
WESTON CENTRE
112 E. PECAN STREET
P. O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(Name and address of agent for service)
(210) 302-6000
(Telephone Number, Including Area Code, of Agent For Service)
----------------
Copies to:
JOHN M. NEWELL
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,474,425 (1) $20.91 $93,560,227 $28,352
$.10 par value
</TABLE>
- ------------
(1) The 1997 Equity Participation Plan of La Quinta Inns, Inc. (the "Plan")
authorizes the issuance of a maximum of 4,474,425 shares.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
high and low prices for the Company's Common Stock on the New York Stock
Exchange on July 30, 1997.
Page 1 of 8 pages
Exhibit Index appears on Page 8
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, La Quinta Inns, Inc., a Texas corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:
A. The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
B. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
C. Description of the Company's Common Stock contained in the
Registration Statement of the Company on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), dated March 13,
1979, and appearing on page 20 of the Prospectus, dated February 13,
1979, under the heading "Common Stock" included in the Registration
Statement on Form S-7 under the Securities Act of 1933, as amended
(the "Securities Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Page 2 of 8 pages
<PAGE>
Item 6. Indemnification of Directors and Officers
Article 2.02A(16) of the Texas Business Corporation Act, as amended (the
"TBCA"), empowers the Company to indemnify its directors, officers, employees
and agents in a variety of circumstances and to purchase and maintain liability
insurance for those persons, but only to the extent permitted by Article 2.02-1
of the TBCA.
Article 2.02-1 of the TBCA provides that a corporation may indemnify any
person who was, is or is threatened to be made a party to any suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative because the person is or was a director of the Company or is or
was serving at its request in the same or another capacity in another
corporation or business association against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred if it is determined: (i)
that the person conducted himself in good faith, (ii) that the person reasonably
believed his conduct, with respect to his official capacity, was in the best
interest of the Company, or, in all other cases, his conduct was at least not
opposed to the best interests of the Company, and (iii) in the case of any
criminal proceeding, that the person had no reasonable cause to believe his
conduct was unlawful.
Article Eleven of the Company's Restated Articles of Incorporation, as
amended (the "Articles"), and Article V of the Company's Amended and Restated
By-laws, as amended (the "By-Laws"), provide for indemnification of directors,
officers, employees and agents of the Company in a variety of circumstances.
Article V of the By-Laws provides that the Company shall indemnify any person
who was, is, or is threatened to be made a named party or who is called as a
witness in any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, who is or
was a director or officer, to the fullest extent permitted by the TBCA, as now
existing or hereafter amended, including to the extent that any such action,
suit or proceeding may involve the negligence of a director or officer. In
addition, the Company has purchased and maintains insurance on behalf of
directors and officers of the Company against any liability asserted against
such persons and incurred by them in such capacity and arising out of their
status as directors or officers of the Company.
On November 15, 1990, the Board of Directors of the Company approved and
adopted the terms and provisions of two separate forms of indemnification
agreements (the "Agreements"), one for directors of the Company, including
subsidiaries, and the other for officers or key employees of the Company,
including its subsidiaries. The Agreements provide the Company's directors,
officers and key employees with a contractual right to indemnification for
actions taken by them in their respective roles or otherwise on behalf of the
Company. This contractual right insures that directors and officers will be
indemnified by the Company to the fullest extent permitted by Texas law even if
subsequent events result in a change in the control of the Company. There are
two forms of the Agreement because the TBCA limits a corporation's ability to
indemnify its directors under any circumstance, but allows a corporation to
expand the statutory limits as to indemnification of officers and employees.
The Agreements entered into between the Company and its directors beginning
in November 1990 and thereafter obligate the Company to indemnify a director who
was, is, or is threatened to be made a party or witness to any suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, because the person is or was a director of the Company against
judgments, penalties, fines, settlements, and reasonable attorneys' fees and
expenses actually incurred if it is determined: (i) that the director conducted
himself in good faith, (ii) that the director reasonably believed (a) with
respect to activities in his official capacity that his conduct was in the best
interests of the Company, (b) with respect with all other cases that his conduct
was at least not opposed to the best interests of the Company, and (iii) in the
case of any criminal proceeding, that the director had no reasonable cause to
believe that his conduct was unlawful. The Agreements entered into between the
Company and its officers beginning in November 1990 and thereafter do not
contain the foregoing limitations.
The Agreements also mandate the indemnification of directors or officers
who serve as witnesses in any proceeding (subject to certain limitations) and
who have been wholly successful as a party on the merits or otherwise in the
defense of any proceeding.
Page 3 of 8 pages
<PAGE>
As to directors, the Agreements also limit indemnification to reasonable
attorneys' fees and expenses actually incurred if a director is found in a
proceeding to be liable to the Company or is found liable on the basis that he
received an improper benefit, and further absolutely prohibit any
indemnification of a director who has been found liable in a proceeding for
willful or intentional misconduct in the performance of his duties to the
Company.
Provisions authorizing indemnification or advancement of expenses contained
in the Company's Articles, By-Laws or the Agreements are valid only to the
extent that such provisions are consistent with provisions of Article 2.02-1 of
the TBCA. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy expressed in the Act and is, therefore, unenforceable.
The Articles also contain a provision which eliminates certain potential
liability of directors of the Company for monetary damages to the full extent
permitted by the laws of the State of Texas as interpreted and applied by the
courts. The provision does not, however, eliminate the duty of care or the duty
of loyalty owed to the Company by its directors; instead, it only eliminates
monetary damage awards for actions or omissions by directors that breach the
duty of care owed to the Company and its shareholders. Moreover, this provision
does not in any way limit or eliminate the liability of directors of the Company
for (i) breaches of their duty of loyalty to the Company and its shareholders,
(ii) failing to act in good faith, intentional misconduct or knowing violations
of law, (iii) obtaining an improper personal benefit for themselves, (iv) any
liability expressly imposed by statute, or (v) an unlawful stock repurchase or
payment of dividends.
Furthermore, said limitation pertains solely to claims against a director
arising out of his role as a director and does not relieve a director, if he is
also an officer of the Company, from any liability arising from his role as an
officer. Finally, the provision does not apply to the responsibilities of
directors under any other law such as federal and state securities laws or
statues expressly providing for liability of directors of corporations.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Restated Articles of Incorporation of La Quinta Inns, Inc., dated as
of May 23, 1997.
4.2 Amended and Restated By-Laws of La Quinta Motor Inns, Inc. as in
effect on March 15, 1993, incorporated by reference to the Annual
Report on Form 10-K for the year ended December 31, 1991.
5.1 Opinion of John F. Schmutz.
Page 4 of 8 pages
<PAGE>
15.1 Awareness Letter of KPMG Peat Marwick LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of John F. Schmutz (included in exhibit 5.1).
24.1 Powers of Attorney (included on signature page hereof).
Item 9. Undertakings
(a) La Quinta hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933 (the "Act"); (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) La Quinta hereby undertakes that, for purposes of determining any
liability under the Act, each filing of La Quinta's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of La Quinta
pursuant to the foregoing provisions, or otherwise, La Quinta has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by La Quinta of expenses incurred or
paid by a director, officer or controlling person of La Quinta in the successful
defense of any action, suit or proceeding) is asserted by such
Page 5 of 8 pages
<PAGE>
director, officer or controlling person in connection with the securities
being registered, La Quinta will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issues.
Page 6 of 8 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on this 31st day of
July, 1997.
LA QUINTA INNS, INC.
By: /s/ William C. Hammett, Jr.
-----------------------------------
William C. Hammett, Jr.
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gary L.
Mead, Thomas M. Taylor and John F. Schmutz, and each or any of them, his true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gary L. Mead President, Chief Executive July 31, 1997
- ------------------------------ Officer and Director
Gary L. Mead (Principal Executive
Officer)
/s/ William C. Hammett, Jr. Senior Vice President and July 31, 1997
- ------------------------------ Chief Financial Officer
William C. Hammett, Jr. (Principal Financial Officer
and Accounting Officer)
/s/ William H. Cunningham Director July 31, 1997
- ------------------------------
William H. Cunningham
/s/ William Razzouk Director July 31, 1997
- ------------------------------
William Razzouk
/s/ Peter Sterling Director July 31, 1997
- ------------------------------
Peter Sterling
/s/ Kenneth T. Stevens Director July 31, 1997
- ------------------------------
Kenneth T. Stevens
/s/ Thomas M. Taylor Director July 31, 1997
- ------------------------------
Thomas M. Taylor
Page 7 of 8 pages
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
* 4.1 Restated Articles of Incorporation of La Quinta Inns,
Inc., dated as of May 23, 1997.
4.2 Amended and Restated By-Laws of La Quinta Motor Inns,
Inc. as in effect on March 15, 1993, incorporated by
reference to the Annual Report on Form 10-K for the year
ended December 31, 1991.
* 5.1 Opinion of John F. Schmutz.
* 15.1 Awareness Letter of KPMG Peat Marwick LLP.
* 23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of John F. Schmutz (included in exhibit 5.1).
24.1 Powers of Attorney (included on signature page hereof).
- ------------------------
* Filed herewith
Page 8 of 8 pages
<PAGE>
LA QUINTA INNS, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
--------------------
ARTICLE ONE
LA QUINTA INNS, INC., pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Amended and Restated Articles
of Incorporation which accurately copy the Articles of Incorporation, as
previously restated, and all amendments thereto that are in effect to date
and as further amended by such Amended and Restated Articles of Incorporation
as hereinafter set forth and which contain no other change in any provision
thereof.
ARTICLE TWO
The Articles of Incorporation of the Corporation, as previously
restated, are amended by these Amended and Restated Articles of Incorporation
as follows:
ARTICLE I.
The name of the corporation is LA QUINTA INNS, INC.
ARTICLE II.
The following amendment to the Articles of Incorporation, as previously
restated, adopted by the shareholders of the corporation on May 22, 1997,
increases the number of authorized shares of Common Stock, par value $.10 per
share, of the Corporation from 100 million shares to 200 million shares. The
amendment alters or changes "Article Four" of the original and amended
Articles of Incorporation, as previously restated, and the full text of each
provision altered is as follows:
-i-
<PAGE>
"ARTICLE FOUR
The aggregate number of shares of Common Stock which the Corporation has
authority to issue is Two Hundred Million (200,000,000) of a par value of Ten
Cents ($.10) per share."
ARTICLE THREE
Each such amendment made by these Amended and Restated Articles of
Incorporation has been effected in conformity with the provisions of the
Texas Business Corporation Act and such Amended and Restated Articles of
Incorporation and each such amendment made by the Amended and Restated
Articles of Incorporation were duly adopted by the shareholders of the
Corporation on the 22nd day of May, 1997.
ARTICLE FOUR
The number of shares outstanding was 77,615,694; the number of shares
entitled to vote on the foregoing amendment effected by these Amended and
Restated Articles of Incorporation was 77,609,690; the number of shares voted
for such amendment set forth in these Amended and Restated Articles was
65,425,790; and the number of shares voted against such amendment set forth
in these Amended and Restated Articles was 4,002,481.
ARTICLE FIVE
The Articles of Incorporation, as previously restated, and all
amendments and supplements thereto are hereby superseded by the following
Amended and Restated Articles of Incorporation which accurately copy the
entire text thereof and as hereby amended as above set forth:
-ii-
<PAGE>
AMENDED AND RESTATED ARTICLES OF INCORPORATION
LA QUINTA INNS, INC.
ARTICLE ONE
The name of the corporation is LA QUINTA INNS, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the corporation is organized are:
1. To own and/or operate and/or manage motor inn, hotel and restaurant
businesses and/or chains thereof; to acquire, hold, and dispose of interests
therein; to establish, maintain and operate services of any kind incident
thereto and to acquire real property subject to Part Four of the Texas
Miscellaneous Corporation Laws Act;
2. To engage in any lawful act or activity for which corporations may
be organized under the Texas Business Corporation Act; and
3. To enter into partnerships as a general and/or limited partner.
ARTICLE FOUR
The aggregate number of shares of Common Stock which the Corporation has
authority to issue is Two Hundred Million (200,000,000) of a par value of Ten
Cents ($.10) per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done or property actually received.
ARTICLE SIX
-1-
<PAGE>
The street address of the registered office of the Corporation is WESTON
CENTRE, 112 EAST PECAN, P.O. BOX 2636, SAN ANTONIO, TEXAS 78299-2636, and the
name of its registered agent at that address is JOHN F. SCHMUTZ.
ARTICLE SEVEN
The number of Directors then constituting the Board of Directors is six
(6), and the names and addresses of the persons who serve as Directors until the
annual meeting of shareholders, or until their successors are elected and
qualified are:
NAME ADDRESS
---- --------
DR. WILLIAM H. CUNNINGHAM THE UNIVERSITY OF TEXAS SYSTEMS
601 COLORADO STREET
O. HENRY HALL
AUSTIN, TEXAS 78701
GARY L. MEAD LA QUINTA INNS, INC.
WESTON CENTRE
112 EAST PECAN
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
WILLIAM J. RAZZOUK 5915 RIVER OAKS ROAD
MEMPHIS, TENNESSEE 38120
PETER STERLING SID R. BASS, INC.
& LEE M. BASS, INC.
201 MAIN STREET, SUITE 3200
FORT WORTH, TEXAS 76102
KENNETH T. STEVENS BANC ONE RETAIL GROUP
1111 POLARIS PARKWAY
P. O. BOX 710245
COLUMBUS, OHIO 43271-0245
-2-
<PAGE>
NAME ADDRESS
---- -------
THOMAS M. TAYLOR THOMAS M. TAYLOR & CO.
201 MAIN STREET, SUITE 3200
FORT WORTH, TEXAS 76102
ARTICLE EIGHT
[The text of Article Eight has been omitted pursuant to Article 4.07C(2) of
the Texas Business Corporation Act.]
ARTICLE NINE
Directors shall be elected by majority vote. Cumulative voting shall not
be permitted. No holder of shares of the Corporation of any class, now or
hereafter authorized, including shares previously issued, shall as such holder
have any pre-emptive right to acquire additional, unissued or treasury shares of
the Corporation, or securities of the Corporation convertible into or carrying a
right to subscribe to or acquire shares.
ARTICLE TEN
The Board of Directors is authorized to make, alter or repeal the By-Laws
of the Corporation.
ARTICLE ELEVEN
Any director or officer or former director or officer of the Corporation
who is a party or is threatened to be made a party to any threatened, pending or
completed action, whether civil, criminal, administrative, or investigative, by
reason of being or having been a director or officer, except in actions which he
shall be adjudged liable for negligence or misconduct in performance of duty,
shall be indemnified by the Corporation for all expenses actually and
necessarily incurred by him in connection with the defense of said action.
-3-
<PAGE>
ARTICLE TWELVE
No director of the Corporation shall be liable to the Corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as a director, except that this article does not eliminate
or limit the liability of a director for:
(1) a breach of director's duty of loyalty to the Corporation or its
shareholders or members;
(2) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office;
(4) an act or omission for which the liability of a director is expressly
provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment of a
dividend.
Dated: May 23, 1997 LA QUINTA INNS, INC.
By: /s/ John F. Schmutz
-------------------
John F. Schmutz
Vice President-General
Counsel and Secretary
-4-
<PAGE>
Exhibit 5.1
[LETTERHEAD]
July 31, 1997
La Quinta Inns, Inc.
Weston Centre
112 E. Pecan Street
San Antonio, Texas 78299-2636
Re: La Quinta Inns, Inc.
Common Stock, par value $.10 per share
Registration on Form S-8
--------------------------------------
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 4,000,000 shares of Common Stock,
par value $.10 per share (the "Shares"), to be sold by La Quinta Inns, Inc.
(the "Company") under the 1997 Equity Participation Plan of La Quinta Inns,
Inc. In my capacity as Vice President-General Counsel of the Company, I am
familiar with the proceedings undertaken in connection with the
authorization, and proposed issuance and sale of the Shares. Additionally, I
have examined such questions of law and fact as I have considered necessary
or appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of
the aggregate par value of the Shares issued, such Shares will be validly
issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John F. Schmutz
John F. Schmutz
Vice President-General Counsel
<PAGE>
AWARENESS LETTER
The Board of Directors
La Quinta Inns, Inc.
San Antonio, Texas
With respect to registration statement, we acknowledge our awareness of
the incorporation by reference therein of our report dated May 13, 1997,
related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
San Antonio, Texas
July 31, 1997
<PAGE>
CONSENT OF INDEPENDENT AUDITOR
The Board of Directors
La Quinta Inns, Inc.
San Antonio, Texas
We consent to the incorporation by reference in the registration statement on
Form S-8 of La Quinta Inns, Inc. of our report dated January 31, 1997, except
for note 16, which is as of February 26, 1997, with respect to the combined
balance sheets of La Quinta Inns, Inc. as of December 31, 1996 and 1995, and
the related combined statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report is included in the annual report on Form 10-K of La Quinta Inns,
Inc. for the year ended December 31, 1996.
KPMG Peat Marwick LLP
San Antonio, Texas
July 31, 1997
