EXHIBIT 5.1

                             [SHAH RAY & BYLER, LLP]

                                February 12, 2002

Hersha Hospitality Trust
148 Sheraton Drive, Box A
New Cumberland, PA 17070

Re:     Hersha Hospitality Trust -- Dividend Reinvestment and
        Share Purchase Plan
        on Form S-3 (the "Registration Statement")
        ------------------------------------------


     We have acted as counsel for Hersha Hospitality Trust, a Maryland business
trust (the "Company"), in connection with the proposed offer and sale of up to
500,000 Priority Class A Common Shares (the "Shares") of the Company, par value
$0.01 per share (the "Common Shares"), pursuant to the Company's Dividend
Reinvestment Plan (the "Plan").

     In reaching the conclusions expressed in this opinion, we have (a) examined
such certificates of public officials and of corporate officers and trustees and
such other documents and matters as we have deemed necessary or appropriate, (b)
relied upon the accuracy of facts and information set forth in all such
documents, and (c) assumed 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 from which all such copies were made.

     Based on the foregoing, we are of the opinion that the Shares to be sold
have been duly authorized and, when issued, delivered and paid for in accordance
with the terms of the Plan, will be validly issued, fully paid and nonassessable
Common Shares of the Company.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Opinion."

                                         Yours very truly,

                                         SHAH RAY & BYLER, LLP