Attached files
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EX-1.1 - EX-1.1 - ASHFORD HOSPITALITY TRUST INC | d78444exv1w1.htm |
8-K - FORM 8-K - ASHFORD HOSPITALITY TRUST INC | d78444e8vk.htm |
Exhibit 5.1
Hogan Lovells US LLP
Harbor East
100 International Drive
Suite 2000
Baltimore, MD 21202
T +1 410 659 2700
F +1 410 659 2701
www.hoganlovells.com
Harbor East
100 International Drive
Suite 2000
Baltimore, MD 21202
T +1 410 659 2700
F +1 410 659 2701
www.hoganlovells.com
December 17, 2010
Deutsche Bank Securities Inc.
60 Wall Street
60 Wall Street
New York, NY 10008
Re: Ashford Hospitality Trust, Inc.
Ladies and Gentlemen:
This firm has acted as Maryland counsel to Ashford Hospitality Trust, Inc., a Maryland corporation
(the Company), in connection with the issuance and sale of 7,500,000 shares of Common Stock, par
value $0.01 per share, of the Company (the Shares) pursuant to the terms of an Underwriting
Agreement, dated December 13, 2010, by and between the Company and you (the Agreement). This
opinion letter is furnished to you pursuant to the requirements set forth in Section 6(c) of the
Agreement in connection with the closing thereunder on the date hereof. Capitalized terms used
herein which are defined in the Agreement shall have the meanings set forth in the Agreement,
unless otherwise defined herein, including in Schedule I attached hereto. Certain other
capitalized terms used herein are defined in Schedule I attached hereto.
For purposes of the opinions, which are set forth in paragraphs (a) through (j) below (the
Opinions), and other statements made in this letter, we have examined copies of the documents
listed on Schedule 1 attached hereto (the Documents). We believe the Documents provide
an appropriate basis on which to render the opinions hereinafter expressed.
In our examination of the Agreement and the other Documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the
Documents, the authenticity of all originals of the Documents and the conformity to authentic
originals of all of the Documents submitted to us as copies (including telecopies). We have also
assumed the validity and constitutionality of each relevant statute, rule, regulation and agency
action covered by this opinion letter. In our role as Maryland counsel to the Company, we have
assumed that any shares of the Companys common stock issued pursuant to the Agreement will not be
issued in violation of the ownership limit contained in the Charter of the Company. As to all
matters of fact relevant to the Opinions and other statements made herein, we have relied on the
representations and statements of fact made in the Documents, we have not independently established
the facts so relied on, and we have not made any investigation or inquiry other than our
examination of the Documents. The Opinions are given, and other statements are made, in the
context of the foregoing.
The Opinions are based as to matters of law solely on applicable provisions of the Maryland General
Corporation Law (the MGCL), as currently in effect.
Deutsche Bank Securities Inc. | December 17, 2010 |
Based upon, subject to and limited by the foregoing, we are of the opinion that:
(a) The Company was duly incorporated and is validly existing as a corporation and in good
standing under the MGCL as of the date of the certificate specified in paragraph 6 of Schedule
1.
(b) The Company has the corporate power to own its properties and to conduct its businesses as
described in the Prospectus and to execute, deliver and perform the Agreement.
(c) The authorized capital stock of the Company consists of 200,000,000 shares of common stock
and 50,000,000 shares of preferred stock.
(d) The Shares have been duly authorized, and when issued in accordance with the provisions of
the Agreement, will be validly issued, fully paid and non-assessable.
(e) No holder of outstanding shares of common stock or preferred stock of the Company has any
statutory preemptive right under the MGCL or any similar right under the charter or bylaws of the
Company to subscribe for the Shares.
(f) The Agreement has been duly authorized, executed and delivered on behalf of the Company.
(g) The form of certificate evidencing the Shares complies with the requirements of Section
2-211 of the MGCL and the Companys charter and bylaws.
(h) The Shares conform as to legal matters in all material respects to the description thereof
set forth in the Base Prospectus under the caption Description of our Common Stock and the
statements under the captions Risk Factors Risks Related to Our Corporate Structure Our
charter does not permit ownership in excess of 9.8% of our capital stock, and attempts to acquire
our capital stock in excess of the 9.8% limit without approval from our Board of Directors are
void and Risk Factors Risks Related to Our Corporate Structure Because provisions contained
in Maryland law and our charter may have an anti-takeover effect, investors may be prevented from
receiving a control premium for their shares in the Companys Annual Report on Form 10-K for the
year ended December 31, 2009, Description of our Capital Stock (to the extent describing Maryland
law or the charter or bylaws of the Company), Description of our Common Stock, Description of
our Preferred Stock and Material Provisions of Maryland Law and of Our Charter and Bylaws in the
Prospectus and under Item 15 of the Registration Statement, to the extent that such information
constitutes matters of law, legal conclusions, or summaries of portions of the MGCL or the
Companys charter or bylaws, have been reviewed by us, and are accurate in all material respects.
(i) The execution, delivery and performance on the date hereof by the Company of the Agreement
do not (1) violate the MGCL or the charter or bylaws of the Company, or (2) violate any Maryland
court or administrative order, judgment or decree listed on Schedule 2 hereto that names
the Company and is specifically directed to it or any of its property.
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Deutsche Bank Securities Inc. | December 17, 2010 |
(j) No approval or consent of, or registration or filing with, any Maryland regulatory agency
is required to be obtained or made by the Company under the MGCL in connection with the execution,
delivery and performance on the date hereof by the Company of the Agreement.
Nothing herein shall be construed to cause us to be considered experts within the meaning of
Section 11 of the Securities Act of 1933, as amended.
We express no opinion in this letter as to any other laws and regulations not specifically
identified above as being covered hereby (and in particular, we express no opinion as to any effect
that such other laws and regulations may have on the Opinions). We express no opinion in this
letter as to federal or state securities laws or regulations, antitrust, unfair competition,
banking, or tax laws or regulations or laws or regulations of any political subdivision below the
state level.
We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of
this opinion letter. This opinion letter has been prepared solely for your use in connection with
the closing therunder on the date hereof, and should not be quoted in whole or in part or otherwise
be referred to, and should not be filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm. The foregoing notwithstanding,
to the extent our Opinions relate to matters of Maryland law, Andrews Kurth LLP and DLA Piper LLP
(US) may rely on our Opinions in rendering their opinions to you on the date hereof, provided that
the full text of Andrews Kurth LLPs and DLA Piper LLP (US)s opinion letter states that our
Opinions speak only as of the date hereof and that no such reliance will have any effect on the
scope, phrasing or originally intended use of our Opinions.
Very truly yours,
/s/ Hogan Lovells US LLP
Hogan Lovells US LLP
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Schedule 1
1. Executed copy of the Agreement.
2. The Registration Statement on Form S-3 (No. 333-162750) (the Registration Statement) filed
with the Commission on January 21, 2010.
3. The final prospectus supplement, dated December 13 2010 (the Prospectus Supplement), to the
final prospectus, dated January 25, 2010 (the Base Prospectus, and together with the Prospectus
Supplement, the Prospectus), as filed pursuant to Rule 424(b)(5) under the Securities Act.
4. The Charter of the Company, as certified by the Maryland State Department of Assessments and
Taxation (the MSDAT) on August 18, 2010, and as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
5. A certified copy of the Articles Supplementary creating 3,300,000 additional shares of Series D
Preferred Stock as filed with and accepted for record by the MSDAT on September 21, 2010.
6. The Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect.
7. A certificate of good standing of the Company issued by the MSDAT dated December 15, 2010.
8. A copy of the specimen certificate for the Common Stock of the Company.
9. Certain resolutions of the Board of Directors of the Company adopted at a meeting duly held or
by unanimous written consent on December 9, 2010, and the Evidence of Pricing Action dated December
13, 2010, as certified by the Secretary of the Company on the date hereof as being accurate and in
effect, relating, among other things, to the authorization of the Agreement.
10. A certificate, dated the date hereof, of certain officers of the Company as to the
representations and warranties of the Company set forth in the Agreement and other matters.
11. A certificate of the Secretary of the Company, dated the date hereof, as to the incumbency and
signatures of certain officers of the Company.
Schedule 2
None.