Exhibit 5.1
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[ ], 2014
Liberty TripAdvisor Holdings, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
Ladies and Gentlemen:
As counsel for Liberty TripAdvisor Holdings, Inc., a Delaware corporation, (the “Company”), we have examined and are familiar with the Registration Statement on Form S-1, as amended (File No. 333-195705) (the “Registration Statement”), filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance of [ ] shares (the “Series A Shares”) of the Company’s Series A common stock, par value $.01 per share (the “Series A Common Stock”), [ ] shares (the “Series B Shares” and together with the Series A Ventures Shares, the “Shares”) of the Company’s Series B common stock, par value $.01 per share (the “Series B Common Stock” and together with the Series A Common Stock, the “Common Stock”) to be distributed, as a dividend, (the “Distribution”) by Liberty Interactive Corporation (“Liberty”) to holders of its Series A Liberty Ventures common stock, par value $.01 per share, and Series B Liberty Ventures common stock, par value $.01 per share, in a spin-off (the “Spin-Off”), in accordance with and as more fully set forth in the prospectus forming part of the Registration Statement.
In connection with rendering our opinion, we have examined, among other things, originals, certified copies or copies otherwise identified to us as being copies of originals, of (i) the form of the Restated Certificate of Incorporation of the Company to be in effect upon its filing with the Secretary of State of the State of Delaware at the time of the Spin-Off; (ii) the form of Bylaws of the Company to be in effect at the time of the Spin-Off; (iii) the form of stock certificates representing the Series A Common Stock and the Series B Common Stock included as Exhibits 4.1 and 4.2 to the Registration Statement, respectively; (iv) records of proceedings of the boards of directors of the Company and Liberty; and (v) such other documents, records and certificates of public officials as we deemed necessary or appropriate for the purpose of rendering this opinion. In rendering this opinion, we have relied, to the extent we deem such reliance appropriate, on certificates of officers of the Company and Liberty as to factual matters regarding the Company and the transactions described in the Registration Statement that were not readily ascertainable by us. We have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
On the basis of such examination and review, we advise you that, in our opinion: (i) upon the issuance and delivery of the Shares in accordance with the terms of the Distribution as described in the prospectus forming part of the Registration Statement, the Shares will be duly authorized, fully paid, validly issued and non-assessable.
