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EXHIBIT 5.1
[JENKENS & GILCHRIST LETTERHEAD]
July 20, 2001
FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway
Suite 1300
Irving, Texas 75062
Re: Registration Statement on Form S-4 (File No. 333-62510)
Ladies and Gentlemen:
We refer to Amendment No. 1 to the Form S-4 Registration Statement
(File No. 333-62510) of FelCor Lodging Trust Incorporated, a Maryland
corporation (the "Company"), and FelCor Lodging Limited Partnership, a Delaware
limited partnership (the "Limited Partnership"), filed with the Securities and
Exchange Commission, and the Joint Proxy Statement/Prospectus and Prospectus
Supplement contained therein (the "Registration Statement"), for the purpose of
registering under the Securities Act of 1933, as amended, up to 34,879,013
shares of the Company's common stock, $0.01 par value per share (the "Common
Shares"), as well as 2,769,305 common units of the Limited Partnership (the
"Common Units"), 755,954 Series C preferred units of the Limited Partnership
(the "Series C Units") and 392,157 Series D preferred units of the Limited
Partnership (the "Series D Units"). The Common Shares are to be issued in
connection with the merger (the "Merger") of MeriStar Hospitality Corporation, a
Maryland corporation ("MeriStar"), with and into the Company pursuant to the
Agreement and Plan of Merger, dated as of May 9, 2001, by and among the Company
and the Limited Partnership, on the one hand, and MeriStar and MeriStar
Hospitality Operating Partnership, L.P., a Delaware limited partnership
("MeriStar Partnership"), on the other hand, as proposed to be amended by the
form of First Amendment to Agreement and Plan of Merger filed as an exhibit to
the Registration Statement (as proposed to be amended, the "Merger Agreement").
The Common Units, Series C Units and Series D Units are to be issued in
connection with the merger (the "Partnership Merger") of a wholly-owned
subsidiary of the Limited Partnership with and into MeriStar Partnership
pursuant to the Merger Agreement.
We have examined copies, certified or otherwise identified to our
satisfaction, of the Company's Articles of Amendment and Restatement and Bylaws,
including any and all amendments thereto, and minutes of applicable meetings of
the stockholders and the board of directors of the Company, or written consents
in lieu of such meetings, together with such other corporate records and
certificates of public officials and of officers of the Company as we have
deemed relevant for the purposes of this opinion. We have also examined copies,
certified or otherwise identified to our
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FelCor Lodging Trust Incorporated
July 18, 2001
Page 2
satisfaction, of the Amended and Restated Agreement of Limited Partnership of
the Limited Partnership, as previously amended (the "Limited Partnership
Agreement"), which will be further amended and restated in conjunction with the
closing of the Partnership Merger by that Second Amended and Restated Agreement
of Limited Partnership of the Limited Partnership, the form of which has been
filed as an exhibit to the Registration Statement (the "Restated Partnership
Agreement") and such other partnership records and certificates of public
officials and of partners of the Limited Partnership as we have deemed relevant
for the purposes of this opinion. Based upon the foregoing, and having regard to
the legal considerations that we deem relevant, it is our opinion that:
1. Assuming that the Merger is approved by the requisite vote of the
stockholders of the Company, all necessary corporate actions will have
been taken by the Company, for itself and in its capacity as the
general partner of the Limited Partnership, to authorize the issuance
of the Common Shares of the Company and the issuance of the Common
Units, Series C Units and Series D Units of the Limited Partnership in
connection with the Merger and the Partnership Merger, respectively.
2. Assuming the Restated Partnership Agreement is properly executed and
delivered at the closing of the Partnership Merger, all necessary
limited partnership actions have been taken by the Limited Partnership
to authorize the issuance of the Common Units, Series C Units and
Series D Units of the Limited Partnership in connection with the
Partnership Merger.
3. Assuming that all relevant corporate actions heretofore taken by the
Company remain in full force and effect, and that the Merger is
approved by the requisite vote of the stockholders of the Company, if
and when the Common Shares are issued, sold and delivered by the
Company in accordance with the terms and conditions of the Merger
Agreement and as contemplated by the Registration Statement, the Common
Shares, will be legally issued, fully paid, and nonassessable.
4. Assuming that all relevant corporate and partnership actions
heretofore taken by the Company and the Limited Partnership remains in
full force and effect, and that the Merger is approved by the requisite
vote of the stockholders of the Company, if and when the Common Units,
Series C Units and Series D Units are issued, sold and delivered, the
Limited Partnership, in accordance with the terms and conditions of the
Merger Agreement and as contemplated by the Registration Statement, the
Common Units, Series C Units and Series D Units will be legally issued,
fully paid and nonassessable.
We are attorneys admitted to practice in the State of Texas. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
United States of America, the Delaware Revised Uniform Limited Partnership Act
and the State of Texas. With respect to matters of Maryland law, we have relied
upon the opinion of Miles and Stockbridge P.C., Baltimore, Maryland.
We hereby consent to the reference to us under the caption "Legal
Matters" in the Joint Proxy Statement/Prospectus and Prospectus Supplement,
which constitute a part of the Registration Statement referred to above. In
giving our consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ ROBERT W. DOCKERY
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Robert W. Dockery, Authorized Signatory