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EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
December 12, 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 proposed registration of
3,400,000 shares of the Company's Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), as described in a registration statement on
Form S-8 relating to the Class A Common Stock to be issued under the Company's
1997 Incentive Plan, as amended and restated as of June 29, 1999 (the "Plan"),
which registration statement is to be filed with the Securities and Exchange
Commission (the "Registration Statement").
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that, in our
opinion:
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A. The shares of Class A Common Stock to be issued under the Plan that are
to be registered pursuant to the Registration Statement have been duly and
validly authorized by the Company.
B. The shares of Class A Common Stock to be issued under the Plan that are
to be registered pursuant to the Registration Statement, when issued and
delivered in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
We consent to the reference to this firm in the Registration Statement and
to the filing of this opinion as Exhibit 5 to the Registration Statement.
Sincerely,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
