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EXHIBIT 5
SHERRARD & ROE, PLC
ATTORNEYS AT LAW
SUITE 2000
424 CHURCH STREET
NASHVILLE, TENNESSEE 37219
(615) 742-4200
FACSIMILE (615) 742-4539/4555
June 29, 2000
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1997 Omnibus Stock Option and Incentive Plan (the "Plan") filed by you with the
Securities and Exchange Commission covering 1,200,000 additional shares of the
Company's common stock (the "Common Stock") issuable pursuant to the Plan. In so
acting, we have examined and relied upon such records, documents, and other
instruments as in our judgment are necessary or appropriate in order to express
the opinions hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Sherrard & Roe PLC
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