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WYN » Topics » OPINION OF DUFF & PHELPS, LLC

This excerpt taken from the WYN 8-K filed Jul 19, 2006.

OPINION OF DUFF & PHELPS, LLC

June 26, 2006

Board of Directors

Cendant Corporation

9 W. 57th Street

New York, NY 10019

Dear Directors:

You have retained Duff & Phelps, LLC (“Duff & Phelps”) to provide an opinion (the “Opinion”) as to the solvency and adequacy of capitalization of each of Cendant Corporation (“Cendant”), Realogy Corporation (“Realogy”), and Wyndham Worldwide Corporation (“Wyndham”) after giving effect to Cendant’s distributions of Realogy common stock and Wyndham common stock to Cendant stockholders (the “Distribution”). You have requested us to determine as of June 26, 2006, whether, as of the date of the Distribution and after giving effect to the Distribution (certain terms used herein are defined in Appendix A to this letter and, for the purposes of this letter, shall only have the meanings set forth in Appendix A):

 

  1) The “fair saleable value” of the assets of each of Cendant, Realogy, and Wyndham, as applicable, exceeds the sum of its respective liabilities, including all contingent and other liabilities;

 

  2) The “present fair saleable value” of the assets of each of Cendant, Realogy, and Wyndham, as applicable, exceeds the amount that will be required to pay its respective probable liabilities, including all contingent and other liabilities, on its respective existing debts as such debts become absolute and matured;

 

  3) Each of Cendant, Realogy, and Wyndham, as applicable, will not have an unreasonably small amount of capital for the respective businesses in which it is engaged or is proposed to be engaged following the Distribution, based on discussions with management of Cendant, Realogy, and Wyndham as applicable;

 

  4) Each of Cendant, Realogy, and Wyndham, as applicable, will be able to pay its respective liabilities, including all “contingent and other liabilities”, as they become absolute and matured;

 

  5) The fair saleable value of Cendant’s assets exceeds the value of its liabilities, including all contingent and other liabilities, by an amount that is greater than its stated capital amount (pursuant to Section 154 of the Delaware General Corporation Law); and

 

  6) The sum of the assets of each of Cendant, Realogy, and Wyndham, as applicable, at fair valuation is greater than all its respective debts at fair valuation.

 

B-1

Table of Contents

Board of Directors

Cendant Corporation

June 26, 2006

Page 2

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