Exhibit 5.1
File No. 867990
January 15, 1999
Hersha Hospitality Trust
148 Sheraton Drive, Box A
New Cumberland, Pennsylvania 17070
Re: Hersha Hospitality Trust
Registration on Form S-11
Registration No. 333-56087
Ladies and Gentlemen:
We have served as Maryland counsel to Hersha Hospitality Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of up to
2,275,000 shares of the Company's Priority Class A Common Shares of Beneficial
Interest, par value $.01 per share (the "Shares"), covered by the
above-referenced registration statement on Form S-11 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, including all amendments thereto,
with the prospectus deemed included therein (the "Prospectus"), in the form in
which it was transmitted to the Securities and Exchange Commission (the
"Commission") under the 1933 Act;
2. The declaration of trust of the Company, as amended and
restated by Articles of Amendment and Restatement (the "Declaration of Trust"),
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company (the "Bylaws"), certified as of the
date hereof by its Secretary;
5. Resolutions (the "Resolutions") adopted by the Board of
Trustees of the Company (the "Board"), relating to the registration, sale and
issuance of the Shares, certified as of the date hereof by the Secretary of the
Company;
6. A certificate of the SDAT as of a recent date as to the good
standing of the Company;
7. A certificate executed by an officer of the Company, dated as
of the date hereof;
8. Such other documents and matters as we have deemed necessary
or appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and
so far as is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms.
4. All Documents submitted to us as originals are authentic. The
form and content of the Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All statements and information contained in
the Documents are true and complete. There has been no oral or written
modification or amendment to any of the Documents, and there has been no waiver
of any provision of any of the Documents, by action or omission of the parties
or otherwise.
5. The Shares have not been and will not be issued in violation
of any restriction or limitation contained in the Declaration of Trust.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust, duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares are duly authorized and, when hereafter issued
against payment therefor in accordance with the Resolutions and the Prospectus,
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any other
law. We express no opinion as to the applicability or effect of any federal or
state securities laws, including the securities laws of the State of Maryland,
or as to federal or state laws regarding fraudulent transfers. To the extent
that any matter as to which our opinion is expressed herein would be governed by
any jurisdiction other than the State of Maryland, we do not express any opinion
on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
(other than Hunton & Williams, counsel to the Company) without, in each
instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
BALLARD SPAHR
ANDREWS & INGERSOLL, LLP