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

                                  June 17, 2004

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 up to an
aggregate value of $297,045,000 of shares of the Company's common stock, $0.01
par value per share (the "Common Stock"), inclusive of any amount that may be
sold to the underwriters to cover over-allotments.

      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 being sold, when issued, sold and delivered as contemplated in the
Registration Statement, will be duly authorized and validly issued and 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:/s/ Jeffrey L. Schulte
                                                 Jeffrey L. Schulte, Partner