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Exhibit 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
E. RICHARD ALHADEFF THEODORE A. JEWELL DAVID A. ROTHSTEIN OWEN S. FREED
LOUISE JACOWITZ ALLEN MICHAEL I. KEYES BETTY CHANG ROWE SENIOR COUNSEL
STUART D. AMES TEDDY D. KLINGHOFFER STEVEN D. RUBIN
LAWRENCE J. BAILIN ROBERT T. KOFMAN MIMI L. SALL DAVID M. SMITH
PATRICK A. BARRY PAUL TAGER LEHR NICOLE S. SAYFIE LAND USE CONSULTANT
AMANDA C. BARRY VERNON L. LEWIS RICHARD E. SCHATZ
SHAWN BAYNE WENDELL T. LOCKE LESTER E. SEGAL
LISA K. BENNETT KEVIN B. LOVE JAY B. SHAPIRO TAMPA OFFICE
SUSAN FLEMING BENNETT JOY SPILLIS LUNDEEN MARTIN S. SIMKOVIC SUITE 2200
LISA K. BERG GEOFFREY MacDONALD CURTIS H. SITTERSON SUNTRUST FINANCIAL CENTRE
MARK J. BERNET MICHAEL C. MARSH RONNI D. SOLOMON 401 EAST JACKSON STREET
HANS C. BEYER BRIAN J. McDONOUGH MARK D. SOLOV TAMPA, FLORIDA 33602
MARTIN G. BURKETT ANTONIO R. MENENDEZ EUGENE E. STEARNS
ELLEN I. CHO FRANCISCO J. MENENDEZ JENNIFER D. STEARNS (813) 223-4800
SETH THOMAS CRAINE ALISON W. MILLER BRADFORD SWING
PETER L. DESIDERIO VICKI LYNN MONROE SUSAN J. TOEPFER
MARK P. DIKEMAN HAROLD D. MOOREFIELD, JR. ANNETTE TORRES FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN N. MURATIDES DENNIS R. TURNER SUITE 1900
ALAN H. FEIN JOHN K. OLSON RONALD L. WEAVER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI ROBERT C. OWENS ROBERT I. WEISSLER FORT LAUDERDALE, FLORIDA 33301
ANDREA F. FISHER JAY P. W. PHILP PATRICIA G. WELLES
ROBERT E. GALLAGHER, JR. NOAH C. POLLACK THOMAS H. WILLIAMS, JR. (954) 462-9500
CHAVA E. GENET DARRIN J. QUAM MARTIN B. WOODS
LATASHA A. GETHERS JOHN M. RAWICZ
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
ALICE R. HUNEYCUTT GLENN M. RISSMAN
RICHARD B. JACKSON CARL D. ROSTON
October 15, 1998
Servico, Inc.
1601 Belvedere Road
West Palm Beach, Florida 33406
Attention: Board of Directors
Lodgian Capital Trust I
c/o Servico, Inc.
1601 Belvedere Road
West Palm Beach, Florida 33406
Attention: Regular Trustees
Gentlemen:
Re: LODGIAN CAPITAL TRUST I
We have acted as counsel to Servico, Inc., a Florida corporation (the
"Company"), and Lodgian Capital Trust I, a Delaware statutory business trust
(the "Trust"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") to be filed by the Company and the Trust
with the Securities and Exchange Commission (the "SEC") for the purpose of
registering under the Securities Act of 1933, as amended, the Convertible
Redeemable Equity Structured Trust Securities (the "CRESTS") of the Trust, the
7% Convertible Junior Subordinated Debentures (the "Debentures") of the Company,
the guarantee of the Company with respect to the CRESTS (the "Guarantee") and
the shares of the common stock, par value $.01 per share, of the Company (the
"Common Stock") issuable upon the conversion of the CRESTS and the Debentures.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Articles of
Incorporation and Bylaws of the Company (ii) the Certificate of Trust (the
"Certificate of Trust") filed by the Trust with the Secretary of State of the
State of Delaware on May 15, 1998 (iii) the Amended and Restated Declaration of
Trust, dated as of June 17, 1998, with respect to the Trust (the "Declaration");
(iv) the form of the CRESTS; (v) the form of the Guarantee among the Company,
Lodgian, Inc., a Delaware corporation ("Lodgian"), and Wilmington Trust
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Servico, Inc.
Lodgian Capital Trust I
October 15, 1998
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Company, as trustee (the "Trustee"), (vi) the form of the Debentures; (vii) the
Indenture, dated as of June 17, 1998, among the Company, Lodgian, and the
Trustee, as supplemented by the First Supplemental Indenture, dated as of June
17, 1998 among the Company, Lodgian and the Trustee with respect to the
Debentures (the "Indenture") and (viii) the Registration Statement. We have also
examined originals or copies, certified, or otherwise identified to our
satisfaction, of such other documents, certificates, and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies. We have also assumed the absence of any undisclosed amendments or
supplements to or modifications or terminations of any such documents and the
absence of any undisclosed waiver of any right or remedy contained in any such
documents. In examining documents executed by parties other than the Company or
the Trust, we have assumed that such parties had the power, corporate or
otherwise, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or otherwise,
and execution and delivery by such parties of such documents and that, except as
set forth in paragraphs (1) and (2) below, such documents constitute valid and
binding obligations of such parties. As to any facts material to the opinions
express herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers,
trustees, and other representatives of the Company, the Trust and others.
We are qualified to practice law only in the State of Florida and we do
not purport to be experts on, or to express any opinion herein concerning, any
law other than the law of the State of Florida and the federal law of the United
States. Accordingly, the opinions contained herein are expressly limited to the
matters of the law of the State of Florida and the federal law of the United
States.
Based upon and subject to the foregoing and other qualifications and
limitations set forth herein, we are of the opinion that:
1. The Debentures, when duly executed, delivered, authenticated and
issued in accordance with the Indenture and delivered and paid for as
contemplated by the Registration Statement, will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of equity
regardless of whether enforceability is considered in a proceeding at law or in
equity.
2. The Guarantee is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of equity
regardless of whether enforceability is considered in a proceeding at law or in
equity.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
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Servico, Inc.
Lodgian Capital Trust I
October 15, 1998
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3. The Common Stock, when issued and delivered by the Company upon
conversion of the CRESTS or the Debentures in accordance with their respective
terms, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion with the SEC as an exhibit to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.