Attached files
| file | filename |
|---|---|
| 8-K - HERSHA HOSPITALITY 8-K 1-14-2010 - HERSHA HOSPITALITY TRUST | form8k.htm |
| EX-1.1 - EXHIBIT 1.1 - HERSHA HOSPITALITY TRUST | ex1_1.htm |
| EX-99.1 - EXHIBIT 99.1 - HERSHA HOSPITALITY TRUST | ex99_1.htm |
Exhibit
5.1
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HUNTON
& WILLIAMS LLP
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RIVERFRONT
PLAZA, EAST TOWER
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951
EAST BYRD STREET
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RICHMOND,
VIRGINIA 23219-4074
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TEL
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804
• 788 • 8200
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FAX
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804
• 788 • 8218
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January
21, 2010
Board of
Trustees
Hersha
Hospitality Trust
44 Hersha
Drive
Harrisburg,
Pennsylvania 17102
Hersha Hospitality
Trust—51,750,000 Priority Class A Common Shares
Gentlemen:
We have
acted as counsel to Hersha Hospitality Trust, a Maryland real estate investment
trust (the “Company”), and Hersha Hospitality Limited Partnership, a Virginia
limited partnership (the “Partnership”), in connection with the issuance and
sale by the Company to the underwriters listed on Schedule A (the
“Underwriters”) to the underwriting agreement, dated January 14, 2010 (the
“Underwriting Agreement”), among the Company, the Partnership and the
Underwriters, for whom you are serving as the representatives, of 51,750,000
shares (the “Shares”) of its Priority Class A common shares of beneficial
interest, par value $0.01 per share (the “Common Shares”), including 6,750,000
Shares being purchased by the Underwriters pursuant to the exercise of the
option granted to the Underwriters in the Underwriting Agreement.
Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Underwriting Agreement.
In
connection with the foregoing we have examined:
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(i)
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the
Company’s Registration Statement on Form S-3 (Registration No.
333-163121), as filed with the Securities and Exchange Commission (the
“Commission”) on November 13, 2009 (the “Registration Statement”) pursuant
to the Securities Act of 1933, as amended (the “Securities
Act”);
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(ii)
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the
preliminary prospectus supplement, dated January 12, 2010, as filed with
the Commission on January 12, 2010 pursuant to Rule 424(b) under the
Securities Act, together with the base prospectus, dated December 15, 2009
(collectively, the “Preliminary
Prospectus”);
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(iii)
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the
final prospectus supplement, dated January 14, 2010, as filed with the
Commission on January 19, 2010 pursuant to Rule 424(b) under the
Securities Act (together with the base prospectus dated December 15, 2009,
the “Prospectus”);
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(iv)
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an
executed copy of the Underwriting
Agreement;
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Board of
Trustees
Hersha
Hospitality Trust
January
21, 2010
Page
2
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(v)
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the
Articles of Amendment and Restatement of the Company, as amended and
supplemented (the “Charter”), as certified by the Maryland State
Department of Assessments and Taxation (the “SDAT”) on January 12, 2010
and the Secretary of the Company on the date
hereof;
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(iii)
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the
Bylaws of the Company (the “Bylaws”), as certified by the Secretary of the
Company on the date hereof;
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(iv)
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the
resolutions adopted by the Board of Trustees of the Company (the “Board”)
by unanimous written consent dated November 13, 2009, the resolutions
adopted by the Board by unanimous written consent dated January 11, 2010
and the resolutions adopted by the Pricing Committee of the Board at a
meeting held on January 14, 2010, each as certified by the Secretary of
the Company on the date hereof;
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(v)
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a
certificate of the SDAT as to the good standing of the Company, dated as
of January 12, 2010 (the “SDAT Certificate”);
and
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(vi)
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a
certificate executed by the Secretary of the Company certifying as to
certain factual matters as of the date hereof (the “Secretary’s
Certificate”).
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For
purposes of the opinions expressed below, we have assumed (i) the authenticity
of all documents submitted to us as originals, (ii) the conformity to the
originals of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents, (iii) the legal
capacity of natural persons, (iv) the genuineness of all signatures and (v) the
due authorization, execution and delivery of all documents by all parties and
the validity, binding effect and enforceability thereof (other than the due
authorization, execution and delivery of documents by the Company and the
validity, binding effect and enforceability thereof upon the
Company).
As to
factual matters, we have relied upon the Secretary’s Certificate and upon
certificates of public officials.
Based
upon the foregoing and such other information and documents as we have
considered necessary for the purposes hereof, we are of the opinion
that:
1. The
Company is a real estate investment trust, duly formed and existing under the
laws of the State of Maryland and is in good standing with the
SDAT.
2. The
issuance of the Shares has been duly authorized and, when issued in accordance
with the terms of the Underwriting Agreement and upon payment therefor in the
manner contemplated by the Underwriting Agreement, the Shares will be validly
issued, fully paid and nonassessable.
Board of
Trustees
Hersha
Hospitality Trust
January
21, 2010
Page
3
We do not
purport to express an opinion on any laws other than the laws of the State of
New York and the Maryland REIT Law. Our opinion in paragraph 1 above
is based solely on our review of the SDAT Certificate. We express no
opinion as to the applicability or effect of any state securities laws,
including the securities laws of the State of Maryland.
This
opinion is being furnished to you for submission to the Commission as an exhibit
to the Registration Statement in accordance with the requirements of Item 16 of
Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the
Securities Act. We consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and to the reference to this firm under the
heading “Legal Matters” therein. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder by the Commission.
This
opinion is limited to the matters stated in this letter, and no opinions may be
implied or inferred beyond the matters expressly stated in this
letter. The opinions expressed in this letter speak only as of its
date. We do not undertake to advise you of any changes in the
opinions expressed herein from matters that might hereafter arise or be brought
to our attention.
| Very truly yours, | |
| /s/ Hunton & Williams LLP |