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[JENKINS & GILCHRIST LETTERHEAD]
Exhibit 5.1
January 15, 1998
FelCor Suites Limited Partnership
c/o FelCor Suite Hotels, Inc.
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062-3933
Re: Registration Statement on Form S-4;$175,000,000 Aggregate
Principal Amount of 7 3/8% Senior Notes Due 2004 and
$125,000,000 Aggregate Principal Amount of 7 5/8% Senior Notes
Due 2007
Dear Ladies and Gentlemen:
In connection with the registration of $175,000,000 aggregate principal
amount of 7 3/8% Senior Notes due 2004 and $125,000,000 aggregate principal
amount of 7 5/8% Senior Notes Due 2007 (collectively, the "Exchange Notes") by
FelCor Suites Limited Partnership (the "Partnership") under the Securities Act
of 1933, as amended (the "Act"), on Form S-4 initially filed with the Securities
and Exchange Commission on November 5, 1997 (File No. 333-39595), as amended
(the "Registration Statement"), and the concurrent registration of guarantees
(the "Guarantees") of the Exchange Notes by FelCor Suite Hotels, Inc.,
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. and FelCor/LAX
Holdings, L.P. (collectively, the "Guarantors"), you have requested our opinion
with respect to the matters set forth below. The Exchange Notes will be offered
in exchange for like principal amounts of outstanding 7 3/8% Senior Notes due
2004 and 7 5/8% Senior Notes Due 2007 (collectively, the "Old Notes"). The
Exchange Notes and Guarantees will be issued pursuant to an indenture (the
"Indenture") dated as of October 1, 1997 among the Partnership, the Guarantors
and SunTrust Bank, Atlanta, 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 the Partnership and the Guarantors in connection with the
authorization and issuance of the Exchange Notes and Guarantees, and, for the
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.
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FelCor Suites Limited Partnership
January 15, 1998
Page 2
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.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of Texas, the Revised Uniform Limited
Partnership Act and the Limited Liability Company Act of the State of Delaware,
and the General Corporation Law of the State of Maryland, 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, when (a) the Indenture under which
the Exchange Notes will be issued, has been qualified under the Trust Indenture
Act of 1939, as amended, (b) the Exchange Notes have been executed by the
Partnership and authenticated by the Trustee in accordance with the terms of
the Indenture, and (c) the Exchange Notes have been delivered in exchange for
the Old Notes in the manner and for the consideration stated in the
Registration Statement and the Indenture, the Exchange Notes will constitute
valid and binding obligations of the Partnership and the Guarantees will
constitute valid and binding obligations of the Guarantors.
To the extent that the obligations of the Partnership and the
Guarantors under the Indenture may be dependent 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.
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
By: /s/ ROBERT W. DOCKERY
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Robert W. Dockery
RWD/ws