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EXHIBIT 8.2
[JENKENS & GILCHRIST LETTERHEAD]
July 20, 2001
FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway, Suite 1300
Irving, Texas 75062
MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C., 20007
Ladies and Gentlemen:
We have acted as tax counsel to FelCor Lodging Trust Incorporated, a
Maryland corporation ("FelCor"), in connection with the proposed merger (the
"Merger") of MeriStar Hospitality Corporation, a Maryland corporation
("MeriStar"), with and into FelCor and the registration of shares of the common
stock of FelCor ("FelCor Common Shares") that may be issued pursuant to the
Agreement and Plan of Merger (as proposed to be amended, the "Merger Agreement")
dated as of May 9, 2001, as proposed to be amended by the form of First
Amendment to Agreement and Plan of Merger filed as an exhibit to, and all as
described in, Amendment No. 1 to Form S-4 Registration Statement (Commission
File No. 333-62510) filed with the Securities and Exchange Commission (the
"Commission") on July 20, 2001 (as thereafter amended from time to time and
together with all exhibits thereto, the "Registration Statement"). Except as
otherwise indicated, capitalized terms used herein shall have the meanings
assigned to them in the Registration Statement.
Set forth below is our opinion and the assumptions and documents upon
which we have relied in rendering our opinion.
A. Documents Reviewed
In connection with the opinion rendered below, we have reviewed and
relied upon the following documents:
1. the Registration Statement and
2. the Merger Agreement.
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July 20, 2001
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B. Assumptions
In connection with the opinion rendered below, we have assumed:
1. that all signatures on all documents submitted to us are
genuine, that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are accurate, that all information submitted
to us is accurate and complete, and that all persons executing and delivering
originals or copies of documents examined by us are competent to execute and
deliver such documents.
2. that the Merger and the other transactions specified in the
Registration Statement to be effected on or prior to the Closing Date will be
consummated as contemplated in the Registration Statement and without waiver of
any material provision thereof.
C. Opinion
Based solely upon the documents and assumptions set forth above, it is
our opinion that the descriptions of the law and the legal conclusions contained
in the Registration Statement under the caption "United States Federal Income
Tax Considerations - U.S. Federal Income Tax Consequences of the Merger" are
correct in all material respects and that the discussion thereunder represents
an accurate summary of the United States federal income tax consequences of the
Merger that are material to the United States stockholders of FelCor and
MeriStar.
D. Limitations
1. Except as otherwise indicated, the opinion contained in
this letter is based upon the Code and its legislative history, the Treasury
regulations promulgated thereunder (the "Regulations"), judicial decisions, and
current administrative rulings and practices of the Internal Revenue Service,
all as in effect on the date of this letter. These authorities may be amended or
revoked at any time. Any such changes may or may not be retroactive with respect
to transactions entered into or contemplated prior to the effective date thereof
and could significantly alter the conclusions reached in this letter. There is
no assurance that legislative, judicial, or administrative
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Felcor Lodging Trust Incorporated
July 20, 2001
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changes will not occur in the future.
2. The opinion expressed herein represents counsel's best
legal judgment and is not binding upon the Internal Revenue Service or the
courts. Any material inaccuracy or incompleteness in the documents, set forth
above or the facts or assumptions contained therein could adversely affect the
opinion stated herein.
3. We are expressing an opinion only as to those matters
expressly set forth in Section C above. No opinion should be inferred as to any
other matters. This opinion does not address the various state, local or foreign
tax consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement. In addition, no opinion is expressed as to
any federal income tax consequence of the Merger or the other transactions
contemplated by the Merger Agreement except as specifically set forth herein,
and this opinion may not be relied upon except with respect to the consequences
specifically discussed herein.
4. We are furnishing this opinion in our capacity as tax
counsel to FelCor. This opinion letter may be filed as an exhibit to the
Registration Statement. Furthermore, we consent to the reference to Jenkens &
Gilchrist, a Professional Corporation, under the captions "Legal Matters" and
"United States Federal Income Tax Considerations - U.S. Federal Income Tax
Consequences of the Merger." In giving this consent, we do not thereby admit
that we are 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 Commission promulgated thereunder.
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Felcor Lodging Trust Incorporated
July 20, 2001
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Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ WILLIAM P. BOWERS
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William P. Bowers, Authorized Signatory