1
Exhibit 8.1
SIDLEY XXXXXX XXXXX & XXXX
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
CHICAGO BEIJING
000 XXXX XXXXX XXXXXX
XXXXXX XXX XXXXXXX, XXXXXXXXXX 00000 HONG KONG
TELEPHONE 000 000 0000
NEW YORK FACSIMILE 000 000 0000 LONDON
xxx.xxxxxx.xxx
SAN FRANCISCO SHANGHAI
FOUNDED 0000
XXXXXXX XXXXXXXXX
WASHINGTON, D.C. TOKYO
August 24, 2001
Starwood Hotels & Resorts Worldwide, Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Starwood Hotels & Resorts
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Re: Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
Registration Statement on Form S-3
Registration Nos. 333-40077 and 000-00000-00
Ladies and Gentlemen:
We have acted as special counsel to Starwood Hotels & Resorts
Worldwide, Inc., a Maryland corporation (the "Corporation"), and Starwood Hotels
& Resorts, a Maryland real estate investment trust (together with the
Corporation, the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 of the Company initially filed on November
12, 1997 (as thereafter amended from time to time and together with all exhibits
thereto, the "Registration Statement"). This opinion is being furnished in
accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(8) of
Regulation S-K under the Securities Act of 1933, as amended (the "Act").
Capitalized terms used but not otherwise defined herein have the respective
meanings set forth in the Registration Statement.
Our opinion is based upon an examination of the Registration
Statement and such other documents as we have deemed necessary or appropriate as
a basis therefor. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, or photostatic copies,
and the authenticity of the originals of such copies.
In rendering our opinion, we have considered the applicable
provisions of the Code, Treasury Regulations, judicial decisions, administrative
rulings and other applicable
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SIDLEY XXXXXX XXXXX & XXXX LOS ANGELES
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
August 24, 2001
Page 2
authorities, in each case as in effect on the date hereof. The statutory
provisions, regulations, decisions, rulings and other authorities on which this
opinion is based are subject to change, and such changes could apply
retroactively. Opinions of counsel are not binding on the IRS or on any court.
Accordingly, no assurance can be given that the IRS will not challenge the
propriety of the opinion set forth herein or that such a challenge will not be
successful.
Based on and subject to the foregoing, the discussion set
forth in the section of the Registration Statement entitled "Certain Federal
Income Tax Considerations," to the extent such discussion relates to United
States federal income tax matters, is a fair and accurate summary in all
material respects of the matters addressed therein, based upon current laws and
the assumptions stated or referred to therein and the qualifications stated
therein.
Other than expressly stated above, we express no opinion on
any issue relating to the Company or to any investment therein or under any
other law. We are furnishing this opinion to you for the Company's benefit in
connection with the filing of the Registration Statement with the Securities and
Exchange Commission (the "SEC") and this opinion is not to be used, circulated,
quoted, or otherwise referred to for any other purpose without our written
permission. This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes of the matters stated,
represented or assumed herein or any subsequent changes in applicable law,
regulations or interpretations thereof.
We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to Sidley Xxxxxx Xxxxx & Xxxx
therein under the caption "Legal Matters." In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the SEC
promulgated thereunder.
Very truly yours,
Sidley Xxxxxx Xxxxx & Xxxx
