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Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, Virginia 23219
June 12, 2000
Board of Directors
Storage USA, Inc.
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
Registration Statement on Form S-8
Storage USA, Inc. 1995 Employee Stock Purchase and Loan Plan
Ladies and Gentlemen:
We are acting as counsel for Storage USA, Inc. (the "Company") in
connection with its registration under the Securities Act of 1933 of 500,000
shares of its common stock (the "Shares") which are proposed to be offered and
sold as described in the Company's Registration Statement on Form S-8 for the
Storage USA, Inc. 1995 Employee Stock Purchase and Loan Plan (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 the Shares have been
offered and sold 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.
Very truly yours,
/s/ Hunton & Williams
