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EXHIBIT 5.1
September 28, 2000
RFS Hotel Investors, Inc.
850 Ridge Lake Boulevard, Suite 220
Memphis, Tennessee 38120
Gentlemen:
We have acted as counsel for RFS Hotel Investors, Inc., a Tennessee
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), filed under the Securities Act of 1933,
as amended, with respect to the registration of 1,200,000 shares of beneficial
interest, $0.01 par value (the "Shares"), as described in the Registration
Statement.
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company, certificates of its
officers and public officials, as we have deemed necessary for purposes of the
opinion expressed below.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
issuance of the Shares has been validly authorized and, upon issuance of the
Shares as described in the Registration Statement, the Shares will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" therein.
Very truly yours,
HUNTON & WILLIAMS
