EXHIBIT 5.1
August 3, 2000
Innkeepers USA Trust
306 Royal Poinciana Way
Palm Beach, Florida 33480
Gentlemen:
We have acted as counsel for Innkeepers USA Trust, a Maryland real
estate investment trust (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), filed under the Securities
Act of 1933, as amended, with respect to the registration of 3,700,000 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 as described in the Registration Statement 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.
Very truly yours,
HUNTON & WILLIAMS
