Attached files

file filename
EX-8.1 - EXHIBIT 8.1 - FelCor Lodging Trust Incd909744dex81.htm
EX-1.1 - EXHIBIT 1.1 - FelCor Lodging Trust Incd909744dex11.htm
EX-99.1 - EXHIBIT 99.1 - FelCor Lodging Trust Incd909744dex991.htm
EX-99.2 - EXHIBIT 99.2 - FelCor Lodging Trust Incd909744dex992.htm
8-K - FORM 8-K - FelCor Lodging Trust Incd909744d8k.htm

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Exhibit 5.1

April 14, 2015

FelCor Lodging Trust Incorporated

545 E. John Carpenter Freeway

Suite 1300

Irving, Texas 75062

Ladies and Gentlemen:

We have acted as special Maryland counsel to FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 18,400,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), on its Registration Statement on Form S-3 filed with the Securities and Exchange Commission, as amended to the date hereof (File No. 333-198108) (the “Registration Statement”).

We have examined the Registration Statement, the Underwriting Agreement, dated April 8, 2015 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives, pursuant to which the Shares are being issued and sold, the charter and the bylaws of the Company, and such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion. We have relied as to certain factual matters on information obtained from public officials and officers of the Company. Based on our examination and subject to the assumptions and qualifications set forth herein, we advise you that in our opinion the Shares have been duly authorized and, when issued and sold under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable.

We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than, and our opinion expressed herein is limited to, the laws of the State of Maryland. The opinion expressed herein is limited to the matters expressly set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the use of our name under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to a Current Report on form 8-K filed by the Company with the Securities and Exchange Commission on or about the date hereof and to the incorporation by reference of this opinion into the Registration Statement. 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.

 

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FelCor Lodging Trust Incorporated

April 14, 2015

Page 2

 

Very truly yours,

Miles & Stockbridge P.C.

 

By:

/s/ J. W. Thompson Webb

Principal