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[JENKENS & GILCHRIST LETTERHEAD]
January 15, 1998
FelCor Suites Limited Partnership
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062
RE: MATERIAL FEDERAL INCOME TAX CONSEQUENCES ANTICIPATED TO
RESULT FROM CERTAIN TRANSACTIONS BETWEEN FELCOR SUITES
LIMITED PARTNERSHIP ("REGISTRANT") AND HOLDERS OF ITS 7 3/8%
SENIOR NOTES DUE 2004 AND HOLDERS OF ITS 7 5/8% SENIOR NOTES
DUE 2007.
Gentlemen:
Registrant filed with the Securities and Exchange Commission (the
"COMMISSION") a Registration Statement (the "REGISTRATION STATEMENT") on January
15, 1998, on Form S-4 under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). Such Registration Statement has been subsequently amended.
The Registration Statement was filed in connection with the issuance of
$175,000,000 of 7 3/8% Senior Notes Due 2004 and $125,000,000 of 7 5/8% Senior
Notes Due 2007 of the Registrant ("NEW NOTES") pursuant to an offer to exchange
(the "EXCHANGE OFFER") the New Notes for $175,000,000 of 7 3/8% Senior Notes Due
2004 and $125,000,000 of 7 5/8% Senior Notes Due 2007 of the Registrant ("OLD
NOTES"). Except as otherwise indicated, capitalized terms used herein shall have
the meanings assigned to them in the Registration Statement.
Jenkens & Gilchrist, a Professional Corporation (the "FIRM"), has acted
as counsel to Registrant in connection with the Exchange Offer. You have
requested the opinion set forth below regarding the disclosure in the
Registration Statement under the caption "United States Federal Income Tax
Consequences." Section I of this letter (the "OPINION LETTER") contains the
Firm's opinion. Section II of this Opinion Letter contains limitations on the
opinion.
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FelCor Suites Limited Partnership
January 15, 1998
Page 2
I. OPINION
We have reviewed all authorities as of the date hereof relevant to the
discussion of the material federal income tax consequences of the Exchange Offer
described in the Registration Statement under the caption "United States Federal
Income Tax Consequences." Based upon our analysis of the foregoing authorities
and subject to the limitations set forth in Section II, the Firm is of the
opinion that the disclosures contained in the section of the Registration
Statement entitled "United States Federal Income Tax Consequences" are accurate
in all material respects and address fairly the material federal income tax
considerations of the Exchange Offer discussed therein.
II. LIMITATIONS
1. Except as otherwise indicated, the opinion set forth in Section I is
based upon the Internal Revenue Code of 1986, as amended, and its legislative
history, the regulations promulgated thereunder, judicial decisions and current
administrative rulings and practices of the Internal Revenue Service ("IRS"),
all as in effect on the date of this Opinion 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
Opinion Letter. There is no assurance that legislative history, judicial or
administrative changes will not occur to reflect any developments that may occur
after the date of this Opinion Letter.
2. The opinion set forth in Section I is not binding on the IRS or the
courts and is dependent upon and specifically conditioned on the accuracy of the
representations contained in the Certificates signed by an officer of Registrant
and attached hereto as Exhibit "A". The Firm has relied upon these
representations and any inaccuracy in the representations could adversely affect
the opinion stated in Section I.
3. In connection with this opinion, the Firm has examined and is
familiar with originals or copies, certified or otherwise identified, of such
documents and records and such statutes, regulations and other instruments as it
deemed necessary or advisable for the purposes of this opinion, including the
Registration Statement. The Firm has assumed that all signatures on all
documents presented to it are genuine, that all documents submitted to it as
originals are accurate original thereof, that all information submitted to it
was accurate and complete, and that all persons executing and delivering
original or copies of documents examined by it were competent to execute and
deliver such documents. Additionally, we have assumed that all transactions
detailed in the Registration Statement will be completed in the manner described
therein.
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FelCor Suites Limited Partnership
January 15, 1998
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4. The Firm is expressing its opinion only as to those matters
expressly set forth in Section I. No opinion should be inferred as to any other
matters.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. 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 Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ PATRICK MITCHELL
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