Exhibit 5.1
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| | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
February 23, 2022
Board of Directors
Apple Hospitality REIT, Inc.
814 East Main Street
Richmond, VA 23219
To the addressee referred to above:
We are acting as counsel to Apple Hospitality REIT, Inc., a Virginia corporation (the “Company”), in connection with the proposed public offering of up to $300,000,000 in aggregate amount of common shares of the Company, no par value per share (the “Common Shares”), all of which Common Shares are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Distribution Agreement, dated August 12, 2020 and amended February 23, 2022, by and among the Company and Robert W. Baird & Co. Incorporated, B. Riley Securities, Inc., BTIG, LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Scotia Capital (USA) Inc. and Truist Securities, Inc. (the “Agreement”), and as described in the prospectus supplement dated February 23, 2022 (the “Prospectus Supplement”) and the accompanying base prospectus dated February 23, 2022 (together with the Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3ASR (File No. 333-262915) filed with the Securities and Exchange Commission (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Common Shares will not be issued in violation of the ownership limits contained in the Company’s Amended and Restated Articles of Incorporation, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of the Virginia Stock Corporation Act, as amended, currently in effect. We express no opinion herein as to any other statutes, rules or regulations.