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EXHIBIT 5
July 20, 2000
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-8
Ladies and Gentlemen:
I am Executive Vice President, Chief Administrative Officer and General
Counsel of Hilton Hotels Corporation (the "Company"). At your request, I have
examined the Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 43,000,000 shares of Common Stock, par
value 2.50 per share (the "Shares"), of the Company, issuable pursuant to the
Company's 1996 Stock Incentive Plan, as amended (the "Plan").
I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares under the Plan. 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 receipt by the Company of consideration for the Shares
and issuance of the Shares in accordance with the terms and subject to the
conditions set forth in the Plan, such Shares will be validly issued, fully paid
and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Thomas E. Gallagher
Executive Vice President,
Chief Administrative Officer and
General Counsel
