Exhibit 5.1
April 12, 2002
FelCor Lodging Limited Partnership
c/o FelCor Lodging Trust Incorporated
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062-3933
Re: Registration Statement on Form S-4; $100,000,000 Aggregate Principal
Amount of 9 1/2% Senior Notes Due 2008
Dear Ladies and Gentlemen:
In connection with the registration of $100,000,000 aggregate principal
amount of 9 1/2% Senior Notes Due 2008 (the "Notes") by FelCor Lodging Limited
Partnership ("FelCor LP") under the Securities Act of 1933, as amended (the
"Act"), on Form S-4 filed with the Securities and Exchange Commission on the
date hereof (the "Registration Statement"), and the concurrent registration of
guarantees (the "Guarantees") of the Notes by FelCor Lodging Trust Incorporated
("FelCor") and the following subsidiaries of FelCor and FelCor LP: FelCor/CSS
Hotels, L.L.C., FelCor/LAX Hotels, L.L.C., FelCor Eight Hotels, L.L.C.,
FelCor/CSS Holdings, L.P., FelCor/St. Paul Holdings, L.P., FelCor/LAX Holdings,
L.P., FelCor Hotel Asset Company, L.L.C., FelCor Nevada Holdings, L.L.C., FHAC
Nevada Holdings, L.L.C., FHAC Texas Holdings, L.P., FelCor Omaha Hotel Company,
L.L.C., FelCor Moline Hotel, L.L.C., FelCor Country Villa Hotel, L.L.C., FelCor
Canada Co., FelCor TRS Holdings, L.P. and Kingston Plantation Development Corp.
(collectively, the "Subsidiary Guarantors" and, together with FelCor, the
"Guarantors"), you have requested our opinion with respect to the matters set
forth below. The Notes and Guarantees will be issued pursuant to an indenture
(the "Indenture") among FelCor LP, FelCor, the Subsidiary Guarantors and
SunTrust Bank, as trustee (the "Trustee").
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by FelCor LP, FelCor, and the Subsidiary Guarantors in connection with the
authorization and issuance of the Notes and Guarantees, and, for purposes of
this opinion, have assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
FelCor Lodging Limited Partnership
April 12, 2002
Page 2
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of Texas and the Delaware Revised Uniform Limited
Partnership Act, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or as to
any matters of municipal law or the laws of any other local agencies within any
state.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. When executed and delivered by or on behalf of FelCor LP and
authenticated by the Trustee in accordance with the terms of the Indenture, the
Notes will constitute valid and binding obligations of FelCor LP, enforceable
against FelCor LP in accordance with their terms.
2. When executed and delivered by or on behalf of the Guarantors, the
Guarantees will constitute valid and binding obligations of the Guarantors,
enforceable against the Guarantors in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 above relating to the
enforceability of the Notes and Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors generally; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought; and
(iii) we express no opinion concerning the enforceability of any waivers or
rights or defenses or indemnification provisions of the Indenture where such
waivers, rights, defenses or provisions are contrary to public policy.
To the extent that the obligations of FelCor LP, FelCor and the Subsidiary
Guarantors under the Indenture may be dependant upon such matters, we assume for
purposes of this opinion that the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; that
the Trustee is duly qualified to engage in the activities contemplated by the
Indenture; that the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the legally valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
FelCor Lodging Limited Partnership
April 12, 2002
Page 3
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the prospectus included therein.
In giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
A Professional Corporation
/s/ Robert W. Dockery
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By: Robert W. Dockery