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EXHIBIT 5.1
[LETTERHEAD OF O'MELVENY & MYERS LLP]
June 15, 2000
Golf Trust of America, Inc.
14 North Adger's Wharf
Charleston, South Carolina 29401
RE: LEGALITY OF SECURITIES TO BE REGISTERED UNDER
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Golf Trust of
America, Inc., a Maryland corporation (the "Company"), in connection with the
Company's registration statement on Form S-8 (the "Registration Statement") to
be filed on or around the date hereof, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the issuance by the Company of, and the reoffer and resale from time
to time by certain selling stockholders of, up to 500,000 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of the Company
issuable under the Company's 1998 Stock-Based Incentive Plan, as amended (the
"Plan") and the attached rights to purchase shares of Series B Junior
Participating Preferred Stock, par value $.01 per share, which are attached to
all shares of Common Stock outstanding on or issued after September 6, 1999
pursuant to the Company's Shareholder Rights Plan (the "Rights" and, together
with the Shares, the "Securities").
In connection with rendering this opinion, we have examined the
Articles of Incorporation of the Company, as amended and restated to the date
hereof, as on file with the Maryland State Department of Assessments and
Taxation; the Bylaws of the Company, as amended and restated to the date hereof,
as they appear in the minute book of the Company; the Company's 1998 Stock-Based
Incentive Plan; and such records of corporate proceedings of the Company as we
deem appropriate for the purposes of this opinion; and the Registration
Statement and the exhibits thereto.
We express no opinion concerning the laws of any jurisdictions other
than the laws of the United States of America and the Maryland General
Corporation Law.
Based upon the foregoing, we are of the opinion that the Securities
that have been issued under the Plan are, and that when the remaining Securities
have been issued and paid for in accordance with the terms of the Plan and the
Registration Statement, such Securities will be, legally issued, fully paid and
non-assessable.
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We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the 1933 Act
or the rules and regulations promulgated thereunder by the SEC.
Very truly yours,
/s/ O'MELVENY & MYERS LLP
O'MELVENY & MYERS LLP
