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EXHIBIT 5.1
JONES, DAY, REAVIS & POGUE
51 LOUISIANA AVENUE, N.W.
WASHINGTON, D.C. 20001
June 29, 2000
Interstate Hotels Corporation
Foster Plaza Ten
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Re: Registration on Form S-8 of Participation Interests in
Interstate Hotels Corporation Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel for Interstate Hotels Corporation, a Maryland
corporation (the "Company"), in connection with the registration of
participation interests in the Interstate Hotels Corporation Employee Stock
Purchase Plan (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion, and based thereupon we are of the
opinion that the participation interests in the Plan will be, when extended in
accordance with the Plan, validly issued.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law has
been limited to the Maryland General Corporation Law and the federal laws of the
United States of America, in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect the
registration of such participation interests.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
