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Exhibit 5.1
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
June 18, 1997
Interstate Hotels Company
Foster Plaza 10
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Re: Registration on Form S-8 of 2,400,000 Shares of
Common Stock of Interstate Hotels Company
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Ladies and Gentlemen:
We have acted as counsel for Interstate Hotels Company (the
"Company") in connection with the Company's 1996 Equity Incentive Plan (the
"Plan").
We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion and based thereupon we
are of the opinion that the shares of Common Stock of the Company that may be
issued and transferred pursuant to the Plan are duly authorized and will be,
when issued and transferred in accordance with the Plan, validly issued, fully
paid and nonassessable.
In rendering the foregoing opinion, we have relied as to
certain factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of
the statements contained therein. In addition, our examination of matters of
law has been limited to the General Corporation Law of the Commonwealth of
Pennsylvania and the federal laws of the United States of America, in each case
as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement on Form S-8 filed by the Company to effect
the registration of the shares of Common Stock issued and transferred pursuant
to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue