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Perkins Coie LLP
1201 Third Avenue
Suite 4900
Seattle, WA 98101-3099
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T. +1.206.359.8000
F. +1.206.359.9000
perkinscoie.com
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Re:
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Expedia Group, Inc. Corporation Registration Statement on Form S-3, filed on February 19, 2025
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| 1. |
Executed copy of the Underwriting Agreement dated as of February 19, 2025, among Parent, the Subsidiary Guarantors, and Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC, as Representatives of the several underwriters listed in Schedule 1 thereto, as provided to us by the Companies;
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| 2. |
Executed copy of the Indenture (including the related guarantees and form of notes), as provided to us by the Companies;
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| 3. |
Registration Statement;
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| 4. |
Restated Articles of Incorporation of Expedia WA, as amended, as certified by an officer of Expedia WA to be a true and complete copy of such Restated Articles of
Incorporation, as amended, as of the date hereof;
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| 5. |
Bylaws of Expedia WA, as amended, as certified by an officer of Expedia WA to be a true and complete copy of such Bylaws, as amended, as of the date hereof;
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| 6. |
Certificate of Formation of Cruise, as certified by an officer of Cruise to be a true and complete copy of such Certificate of Formation, as amended, as of the date
hereof;
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| 7. |
Operating Agreement of Cruise, as certified by an officer of Cruise to be a true and complete copy of such Operating Agreement, as amended, as of the date hereof;
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| 8. |
Certificate of Limited Partnership of Hotels LP, as amended, as certified by an officer of Hotels LP to be a true and complete copy of such Certificate of Limited
Partnership of Hotels LP, as amended, as of the date hereof;
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| 9. |
Agreement of Limited Partnership of Hotels LP, as amended, as certified by an officer of Hotels LP to be a true and complete copy of such Agreement of Limited
Partnership of Hotels LP, as amended, as of the date hereof;
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| 10. |
Articles of Organization of Hotels LLC, as amended, as certified by an officer of Hotels LLC to be a true and complete copy of such Articles of Organization of Hotels
LLC, as amended, as of the date hereof;
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| 11. |
Amended and Restated Limited Liability Company Agreement of Hotels LLC, as certified by an officer of Hotels LLC to be a true and complete copy of such Amended and
Restated Limited Liability Company Agreement of Hotels LLC, as amended, as of the date hereof;
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| 12. |
Certificates of Existence for each of Cruise and Expedia WA issued by the Washington Secretary of State, dated February 5, 2025 and January 29, 2025, respectively, and
for each of Hotels LP and Hotels LLC issued by the Texas Secretary of State, dated January 27, 2025, and a bringdown letter for each of the Companies with respect to the State of Washington or the State of Texas, as the case may be, issued by
CT Corporation, dated February 21, 2025 (collectively, the “Certificates of Existence”);
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| 13. |
Resolutions of the Board of Directors of Expedia WA, certified by an officer of Expedia WA as of the date hereof;
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| 14. |
Resolutions of the sole member of Cruise, certified by an officer of Cruise as of the date hereof;
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| 15. |
Resolutions of the General Partner of Hotels LP, certified by an officer of Hotels LP as of the date hereof;
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| 16. |
Resolutions of the sole member of Hotels LLC, certified by an officer of Hotels LLC as of the date hereof; and
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| 17. |
Certificates dated February 21, 2025, executed by an authorized officer of each Company as to certain factual matters.
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1.
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Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals, and all signatures on
executed documents are genuine.
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2.
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When the Notes (and related guarantees) proposed to be issued pursuant to the terms of the Indenture are issued, they will conform to the
description of the 5.400% Senior Notes Due 2035 (and related guarantees) in the Registration Statement.
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3.
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All individuals have sufficient legal capacity to perform their functions with respect to the Transaction Documents and the transactions
contemplated by the Transaction Documents.
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1.
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Each Company is validly existing as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the
State of Washington or the State of Texas, as the case may be, and has the necessary corporate, limited liability company or limited partnership power, as the case may be, and authority to guarantee the Notes pursuant to the terms of the
Indenture.
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2.
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Each Company’s guarantee of the Notes pursuant to the terms of the Indenture has been duly authorized by all necessary corporate or limited
liability company action, as the case may be, and the Indenture has been validly authorized, executed and delivered by the Companies.
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Very truly yours,
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/s/ Perkins Coie LLP
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PERKINS COIE LLP
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