EX-5.1 2 dpexhibit51opinion111618.htm EXHIBIT 5.1 Exhibit

Exhibit 5.1
dpexhibit51opinion111_image1.jpg
 

BOSTON    CONNECTICUT    FLORIDA    NEW JERSEY    NEW YORK    WASHINGTON, D.C.
DAY PITNEY LLP
Attorneys at Law
 
7 Times Square
New York, NY
T: (212) 297 5800 F: (212) 916 2940
info@daypitney.com
November 16, 2018
Wyndham Destinations, Inc.
6277 Sea Harbor Drive
Orlando, FL 32821
 
Re: Wyndham Destinations, Inc. 2018 Employee Stock Purchase Plan
Registration of 2,500,000 Shares of Common Stock
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Wyndham Destinations, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 2,500,000 shares of common stock of the Company, $0.01 par value per share (the “Shares”), to be offered pursuant to the Wyndham Destinations, Inc. 2018 Employee Stock Purchase Plan (the “Plan”).
We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Plan and the Registration Statement and such corporate records, documents, agreements, instruments and certificates of public officials of the State of Delaware and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons and conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares will be validly issued, fully paid and nonassessable when: (i) the Registration Statement shall have become effective under the Act; (ii) the Shares have been duly issued and sold as contemplated by the Registration Statement and the Plan; and (iii) either a certificate representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed consideration therefor, or if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchaser thereof, upon payment of the agreed consideration therefor, in accordance with the terms of the Plan.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the effect of the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

Very truly yours,
 
/s/ Day Pitney LLP
Day Pitney LLP