EX-8.1 7 p65494a1ex8-1.txt EX-8.1 1 Exhibit 8.1 SIDLEY AUSTIN BROWN & WOOD A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS CHICAGO BEIJING 555 WEST FIFTH STREET DALLAS LOS ANGELES, CALIFORNIA 90013 HONG KONG TELEPHONE 213 896 6000 NEW YORK FACSIMILE 213 896 6600 LONDON www.sidley.com SAN FRANCISCO SHANGHAI FOUNDED 1866 SEATTLE SINGAPORE WASHINGTON, D.C. TOKYO August 24, 2001 Starwood Hotels & Resorts Worldwide, Inc. 1111 Westchester Avenue White Plains, New York 10604 Starwood Hotels & Resorts 1111 Westchester Avenue White Plains, New York 10604 Re: Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts Registration Statement on Form S-3 Registration Nos. 333-40077 and 333-40077-01 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 2 SIDLEY AUSTIN BROWN & WOOD 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 Austin Brown & Wood 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 Austin Brown & Wood