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EXHIBIT 5.1
AUSTIN AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
BRUSSELS ATTORNEYS AT LAW
DALLAS A REGISTERED LIMITED LIABILITY PARTNERSHIP
HOUSTON INCLUDING PROFESSIONAL CORPORATIONS
LONDON 1700 PACIFIC AVENUE
LOS ANGELES SUITE 4100
MOSCOW DALLAS, TEXAS 75201
NEW YORK (214) 969-2800
PHILADELPHIA FAX (214) 969-4343
SAN ANTONIO www.akingump.com
WASHINGTON,
D.C.
June 30, 2000
Wyndham International, Inc.
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Ladies and Gentlemen:
We have acted as counsel to Wyndham International, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, for the registration of the sale
from time to time of an aggregate of 1,336,276 shares (the "Shares") of class A
common stock, par value $0.01 per share ("Common Stock"), of the Company.
We have, as counsel, examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
addition, we have assumed that the Shares have been issued for consideration
that had a value of at least the par value thereof. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon certificates or comparable documents of officers and representatives
of the Company.
Based upon such examination and representations, we advise you that, in our
opinion, the Shares have been duly authorized and are validly issued, fully paid
and non-assessable.
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Wyndham International, Inc.
June 30, 2000
Page 2
The foregoing opinion is limited to the corporate laws of the State of
Delaware and we express no opinion as to the effect on the matters covered by
this letter of any other law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
