Exhibit 5
















                                        December 27, 1996


Board of Directors
Amerihost Properties, Inc.
2400 East Devon Avenue, 
Suite 280
Des Plaines, Illinois  60018

     RE:  Registration Statement on Form S-8 
          2,183,083 Common Shares (par value $.005) to be issued pursuant to
          Amerihost Properties, Inc. 1996 Omnibus Incentive Stock Plan,
          1996 Stock Option Plan for Nonemployee Directors and certain other
          Stock Option Plans for Key Employees (collectively, the "Plans")      

Gentlemen:

     You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of Amerihost
Properties, Inc. (the "Company"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register 2,183,083
shares of the common stock of the Company, $.005 par value (the "Common Stock"),
which may be issued pursuant to the Plans.

     We have examined or considered:

          1.  A copy of the Company's Restated Certificate of Incorporation, as
     amended.

          2.  The By-Laws of the Company.

          3.  Telephonic confirmation of the Secretary of State of Delaware, as
     of a recent date, as to the good standing of the Company in that state.

          4.  Copies of resolutions duly adopted by the Board of Directors of
     the Company relating to the Plans.

          5.  Copies of the Plans and the forms of option underlying such Plans.

     In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.  In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.

     Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the Common
Stock under the Plans have been duly taken and upon acquisition pursuant to the
terms of the Plans, the Common Stock will be duly authorized, legally and
validly issued, fully paid and nonassessable.

     Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Illinois , the General Corporation Law of the State of
Delaware and the laws of the United Stated of America.  We hereby consent to the
references to our firm in the Registration Statement and to the filing of this
opinion by the Company as an Exhibit to the Registration Statement.  In giving
this consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                              Very truly yours,


                              McDERMOTT, WILL & EMERY