EXHIBIT 5.1:  OPINION AS TO LEGALITY



             [O'Melveny & Myers LLP Letterhead]




                         February
                         17th
                         1 9 9 8







  
                                                319,440-023
                                                     299375


Golf Trust of America, Inc.
14 North Adger's Wharf
Charleston, South Carolina 29401

  Re:  Golf Trust of America, Inc., a Maryland corporation,
       (the "Company") - Registration Statement on Form S-8
       pertaining to 1,100,000 shares of the Company's common 
       stock, par value one cent ($.01) per share, plus an 
       indeterminate number of shares which by reason of 
       certain events specified in the Plans (as defined herein) 
       may become subject to the Plans (the "Shares"), and to 
       options and other rights to purchase or acquire the Shares

Ladies and Gentlemen:

       In connection with the registration of the Shares under
the Securities Act of 1933, as amended (the "Act"), by the
Company on Form S-8 to be filed with the Securities and
Exchange Commission (the "Commission") on or about February
20, 1998 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.

       We have acted as corporate counsel for the Company in
connection with the matters described herein.  In our capacity
as corporate counsel to the Company, we have reviewed and are
familiar with proceedings taken and proposed to be taken by
the Company in connection with the authorization, issuance and
sale of the Shares, and for purposes of this opinion have
assumed such proceedings will be timely completed in the
manner presently proposed.  In addition, we have relied upon
certificates and advice from the officers of the Company upon
which we believe we are justified in relying and on various
certificates from and documents recorded with, the State
Department of Assessments and Taxation of Maryland (the
"SDAT"), including the charter of the Company (the
"Charter"), consisting of Articles of Incorporation filed with
the SDAT on November 8, 1996 and Articles of Amendment and
Restatement filed with the SDAT on January 31, 1997.  We have
also examined the bylaws of the Company adopted as of November
10, 1996 (the "Bylaws") and in full force and effect on the
date hereof and resolutions of the Board of Directors of the
Company adopted on or before February 16, 1998 and in full
force and effect on the date hereof; the Golf Trust of
America, Inc. 1997 Stock Incentive Plan, the Golf Turst of
America, Inc. 1997 Non-Employee Directors' Plan and the Golf
Trust of America, Inc. 1997 Stock-Based Incentive Plan
(collectively, the "Plans"); and such laws, records,
documents, certificates, opinions and instruments as we deem
necessary to render this opinion.

       We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and
the conformity with originals of all documents submitted to us
as copies.  In addition, we have assumed that each person
executing any instrument, document or certificate referred to
herein on behalf of any party is duly authorized to do so.  We
have also assumed that none of the Shares will be issued or
transferred in violation of Section 2 of Article V of the
Charter entitled, "REIT-Related Restrictions and Limitations
on the Equity Shares of the Corporation."

       On the basis of such examination, our reliance upon the
assumptions in this opinion and our consideration of those
questions of law we considered relevant, and subject to the
limitations and qualifications in this opinion, we are of the
opinion that, as of the date of this letter, the Shares have
been duly authorized by all necessary corporate action on the
part of the Company and, upon payment for and delivery of the
Shares in accordance with the Plans and against payment of the
purchase price therefor as determined by the Board of
Directors of the Company or the Compensation Committee
thereof, and the countersigning of the certificate or
certificates representing the Shares by a duly authorized
signatory of the registrar for the Company's common stock, the
Shares will be validly issued, fully paid and non-assessable.

       We consent to your filing this opinion as an exhibit to
the Registration Statement, and further consent to the filing
of this opinion as an exhibit to the applications to
securities commissioners for the various states of the United
States for registration of the Shares.  We also consent to the
filing of this opinion, as may be necessary, pursuant to Rule
462(b) of the Act.  We also consent to the identification of 
our firm as counsel to the Company in the Registration Statement.

       The opinions expressed herein are limited to the laws
of the State of Maryland and we express no opinion concerning
any laws other than the laws of the State of Maryland. 
Furthermore, the opinions presented in this letter are limited
to the matters specifically set forth herein and no other
opinion shall be inferred beyond the matters expressly stated. 
We undertake no obligation to update the opinions expressed
herein after the date of this letter.  This opinion letter is
solely for the information and use of the Company, and it 
may not be distributed, relied upon for any purpose by any 
other person, quoted in whole or in part or otherwise 
reproduced in any document, or filed with any other 
governmental agency without our express prior written
consent.

                           Very truly yours,

                           /s/ O'Melveny & Myers LLP