EX-5.1 7 g87458exv5w1.txt EX-5.1 FORM OF LEGAL OPINION OF MORRIS, MANNING EXHIBIT 5.1 [MORRIS, MANNING & MARTIN LETTERHEAD] A LIMITED LIABILITY PARTNERSHIP ATTORNEYS AT LAW 1600 ATLANTA FINANCIAL CENTER 3343 PEACHTREE ROAD, N.E. ATLANTA, GEORGIA 30326 TELEPHONE (404) 233-7000 [FORM OF LEGAL OPINION] Lodgian, Inc. 3445 Peachtree Road, NE Suite 700 Atlanta, GA 30326 Re: Registration Statement on Form S-1 Gentlemen: We have acted as counsel for Lodgian, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-1 (the "Registration Statement"), of a proposed offering of an aggregate of _______ shares of the Company's common stock, $0.01 par value per share (the "Common Stock"). In addition, the Company has granted to the underwriters an option to purchase ______ shares of Common Stock to cover over-allotments, if any (the "Over-Allotment Shares"). We have examined such documents, corporate records, and other instruments as we have considered necessary and advisable for purposes of rendering this opinion. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon and subject to the foregoing, we are of the opinion that the Common Stock and any Over-Allotment Shares being sold, when issued, sold and delivered as contemplated in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable. The opinions set forth herein are limited to the laws of the State of Delaware and applicable federal laws. We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, MORRIS, MANNING & MARTIN a Limited Liability Partnership By: ------------------------------------- Jeffrey L. Schulte, Partner