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Exhibit 5.1
[JENKENS & GILCHRIST LETTERHEAD]
December 8, 2000
FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway
Suite 1300
Irving, Texas 75062
Re: Registration Statement on Form S-3 (File No. 333-______)
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 of FelCor Lodging Trust
Incorporated, a Maryland corporation (the "Company"), filed with the Securities
and Exchange Commission, and the prospectus contained therein (the "Registration
Statement"), for the purpose of registering under the Securities Act of 1933, as
amended, 5,823,060 shares of the Company's common stock, $0.01 par value per
share (the "Common Stock"). The shares of Common Stock may be issued by the
Company to the holders of 5,823,060 units of limited partner interest ("Units")
of FelCor Lodging Limited Partnership, a Delaware limited partnership, if and to
the extent that such holders redeem Units for shares of Common Stock("Redemption
Shares").
We have examined copies, certified or otherwise identified to our satisfaction,
of the Company's Articles of Amendment and Restatement, as amended and
supplemented to date, the Bylaws, as amended to date, and minutes of applicable
meetings of the stockholders and the Board of Directors of the Company, or
written consents in lieu of such meetings, together with such other corporate
records, certificates of public officials and of officers of the Company as we
have deemed relevant for the purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
Based upon the foregoing, and having regard to the legal considerations which we
deem relevant, it is our opinion that all necessary corporate actions have been
taken to authorize the issuance of the Redemption Shares in accordance with the
Registration Statement. If and when the Redemption Shares are issued, sold
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FelCor Lodging Trust Incorporated
December 8, 2000
Page 2
and delivered in accordance with the Registration Statement and as contemplated
by and for the consideration stated in the authorizing resolutions, the
Redemption Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the inclusion in the Registration Statement of this opinion
as Exhibit 5.1 thereto and to the reference to us under the caption "Legal
Matters" in the prospectus which constitutes a part of the Registration
Statement referred to above. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ Robert W. Dockery
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Robert W. Dockery, Authorized Signatory
