BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
August 31, 2000
LaSalle Hotel Properties
4800 Montgomery Lane, Suite M25
Bethesda, Maryland 20814
Ladies and Gentlemen:
This opinion is furnished in connection with the registration
statement on Form S-3 (the "Registration Statement"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering from time to time by selling shareholders of up to 1,065,948 common
shares of beneficial interest (the "Common Shares"), of LaSalle Hotel
Properties, a Maryland real estate investment trust (the "Trust").
In connection with rendering this opinion, we have examined the
Trust's Amended and Restated Declaration of Trust, and the Bylaws, as amended,
of the Trust; such records of the corporate proceedings of the Trust as we
deemed appropriate; the Registration Statement, and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion.
We express no opinion concerning the laws of any jurisdictions other
than the laws of the United States of America and the State of Maryland.
Based upon the foregoing, we are of the opinion that:
The Common Shares have been duly authorized, validly issued,
fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to
comply with the requirements of the Securities Act of 1933, as amended and
applicable requirements of state laws regulating the offer and sale of
securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Brown & Wood LLP
