Exhibit 5.1
February 26, 2025
Marriott International, Inc.
7750 Wisconsin Avenue
Bethesda, Maryland 20814
Re: |
Marriott International, Inc. |
Registration Statement on Form S-3 (File No. 333-277039)
Ladies and Gentlemen:
We have acted as counsel to Marriott
International, Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of a prospectus supplement, dated
February 24, 2025 (the Prospectus Supplement), filed with the Commission on February 25, 2025, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the Securities Act), and the offering
by the Company pursuant thereto of $500,000,000 aggregate principal amount of the Companys 5.100% Series RR Notes due 2032 (the Series RR Notes) and $1,500,000,000 aggregate principal amount of the Companys 5.500%
Series SS Notes due 2037 (the Series SS Notes and, together with the Series RR Notes, the Notes). In connection therewith, we have examined the registration statement on Form
S-3, File No. 333-277039 (the Registration Statement), under the Securities Act and the prospectus included therein.
The Notes have been issued pursuant to the Indenture, dated as of November 16, 1998 (the Base Indenture), entered into between
the Company and The Bank of New York Mellon, as successor indenture trustee to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank (the Trustee), as supplemented by the Officers Certificate pursuant to
Section 301 of the Base Indenture, dated February 26, 2025, relating to the Notes (the 301 Certificate), between the Company and the Trustee.
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and
complete copies of the originals, of the Base Indenture, the 301 Certificate and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary
or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent
investigation upon statements and representations of officers and other representatives of the Company and others.
Gibson, Dunn & Crutcher LLP
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