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Exhibit 5
September 18, 2000
Board of Directors
Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103
Storage USA, Inc. Registration Statement on Form S-3
Unit Redemption for 37,071 Shares
Ladies and Gentlemen:
We are counsel for Storage USA, Inc. (the "Company") in connection with
its registration under the Securities Act of 1933 of 37,071 shares of its common
stock (the "Shares") that are proposed to be offered and sold as described in
the Company's Registration Statement on Form S-3 (the "Registration Statement")
to be filed today with the Securities and Exchange Commission (the
"Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Tennessee.
2. The Shares have been duly authorized and, when issued in redemption
of the partnership units as described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and reference to our firm under the
heading "Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
