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EXHIBIT 5.1
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June 9, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Choice Hotels International, Inc.
Registration Statement on Form S-8
Gentlemen:
I am General Counsel of Choice Hotels International, Inc. (the "Company")
and have acted for the Company in connection with the preparation of the
Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The Registration Statement covers shares of the Company's Common Stock,
$.10 par value, offered under the Company's 1997 Long-Term Incentive Plan (the
"Plan").
In connection with the rendering of the opinion set forth below, I have
reviewed the records of the Company, the minutes of the meetings of the
stockholders and directors of the Company and such other records and documents
as was necessary in my judgment to so render the following opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and existing under the
laws of the State of Delaware; and
2. The shares of Common Stock of the Company offered to the holders under
the exercise of options under the Plan have been or will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Registration Statement referred to above.
Very truly yours,
/s/ Michael J. DeSantis
Michael J. DeSantis
Senior Vice President
and General Counsel
