Exhibit 5.1


                                  July 29, 2003


Board of Directors
Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Ninth Floor
Dallas, Texas  75254

Ladies and Gentlemen:

         We are acting as Maryland counsel to Ashford Hospitality Trust, Inc., a
Maryland corporation (the "COMPANY"), in connection with its registration
statement on Form S-11, as amended (the "REGISTRATION STATEMENT"), filed with
the Securities and Exchange Commission relating to the proposed public offering
of up to 40,250,000 shares of the Company's common stock, par value $.001 per
share, all of which shares (the "SHARES") are to be sold by the Company. This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.

         For purposes of this opinion letter, we have examined copies of the
following documents:

         1.       An executed copy of the Registration Statement.

         2.       The Articles of Incorporation of the Company, as certified by
                  the Maryland State Department of Assessments and Taxation on
                  June 30, 2003 and by the Secretary of the Company on the date
                  hereof as being complete, accurate, and in effect.

         3.       The Bylaws of the Company, as certified by the Secretary of
                  the Company on the date hereof as being complete, accurate,
                  and in effect.

         4.       The proposed form of Underwriting Agreement among the Company
                  and the several Underwriters to be named therein, for whom
                  Friedman Billings Ramsey will act as representative, filed as
                  Exhibit 1.1 to the Registration Statement (the "Underwriting
                  Agreement").



Board of Directors
Ashford Hospitality Trust, Inc.
July 29, 2003
Page 2


         5.       Resolutions of the Board of Directors of the Company adopted
                  by unanimous written consent on May 15, 2003, as certified by
                  the Secretary of the Company on the date hereof as being
                  complete, accurate, and in effect, relating to the issuance
                  and sale of the Shares and arrangements in connection
                  therewith.

         In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). We also have
assumed that the Shares will not be issued in violation of the ownership limit
contained in the Company's Charter. This opinion letter is given, and all
statements herein are made, in the context of the foregoing.

         This opinion letter is based as to matters of law solely on the
Maryland General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Maryland General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Maryland
Constitution and reported judicial decisions interpreting these laws.

         Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) execution and delivery by the Company of the
Underwriting Agreement (ii) effectiveness of the Registration Statement, (iii)
issuance of the Shares pursuant to the terms of the Underwriting Agreement, and
(iv) receipt by the Company of the consideration for the Shares specified in the
resolutions of the Board of Directors, the Shares will be validly issued, fully
paid, and nonassessable.

         This opinion letter has been prepared for your use in connection with
the Registration Statement. We assume no obligation to advise you of any changes
in the foregoing subsequent to the effectiveness of the Registration Statement.



Board of Directors
Ashford Hospitality Trust, Inc.
July 29, 2003
Page 3


         We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.


                                                   Very truly yours,



                                                   HOGAN & HARTSON L.L.P.