EXHIBIT 5
September 18, 2000
InnSuites Hospitality Trust
1625 East Northern Avenue
Suite 201
Phoenix, Arizona 85020
Re: InnSuites Hospitality Trust Form S-8 Registration Statement--
1997 Stock Incentive and Option Plan
Ladies and Gentlemen:
InnSuites Hospitality Trust (formerly known as Realty ReFund Trust) is
filing with the Securities and Exchange Commission a Registration Statement on
Form S-8 (the "Registration Statement") for the registration, under the
Securities Act of 1933, as amended, of 1,000,000 Shares of Beneficial Interest,
without par value, of InnSuites Hospitality Trust to be issued from time to time
pursuant to the terms of the 1997 Stock Incentive and Option Plan (the "Plan").
Item 601 of Regulation S-K and the instructions to Form S-8 require
that an opinion of counsel concerning the legality of the securities to be
registered be filed as an exhibit to a Form S-8 registration statement if the
securities are original issue shares. This opinion is provided in satisfaction
of that requirement as it relates to the Registration Statement.
In rendering this opinion, we have examined the following:
A. A copy of InnSuites Hospitality Trust's current Second
Amended and Restated Declaration of Trust.
B. The records of the proceedings forming InnSuites
Hospitality Trust under the laws of the State of Ohio, records of other
proceedings and public officials concerning the present status of
InnSuites Hospitality Trust as a real estate investment trust ("REIT"),
and records of the proceedings of InnSuites Hospitality Trust's Board
of Trustees and shareholders concerning authorization of InnSuites
Hospitality Trust Shares of Beneficial Interest and approval of the
Plan.
We have examined such other records and documents, and obtained such
other information, as we have deemed advisable in order to render this opinion.
As a result of the foregoing, we are of the opinion that:
(1) InnSuites Hospitality Trust is validly organized and
existing and in good standing under the laws of the State of Ohio.
(2) InnSuites Hospitality Trust is authorized to issue
the Shares of Beneficial Interest which are the subject of the
Registration Statement. When issued, those Shares of Beneficial
Interest will be legally issued, fully paid and non-assessable.
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We hereby consent to the use and filing of this opinion in connection
with the Registration Statement.
Very truly yours,
Thompson Hine & Flory LLP
