EXHIBIT 5.1


                                February 4, 2003


ShoLodge, Inc.
130 Maple Drive North
Hendersonville, Tennessee 37075


Ladies and Gentlemen:


         We have acted as counsel for ShoLodge, Inc. (the "Company") in
connection with the registration statement on Form S-4 (File No. 333-98789) (the
"Registration Statement") filed by the Company, covering approximately
$45,000,000 aggregate principal amount of the Company's Senior Subordinated
Notes (the "Notes").

         Each series of Notes is proposed to be issued pursuant to the terms of
supplemental indentures entered into or to be entered into between the Company
and Deutsche Bank Trust Company Americas, as trustee (the "Supplemental
Indentures").

         In rendering this opinion, we have examined such certificates of
officers of the Company and such other writings, and have made such examination
of law, as we have deemed necessary.

         We are of the opinion that when the each Supplemental Indenture has
been executed and delivered by each party thereto, and the issuance, execution
and delivery of a specific series of Notes has been executed, delivered and
authenticated in accordance with the terms of a specific Supplemental Indenture
related thereto, such Notes will be legally issued and constitute binding
obligations of the Company, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

         In rendering our opinion, we have assumed that, at the time of the
execution and delivery of the applicable Supplemental Indenture and the
execution, delivery and authentication of the related series of Notes, (i) there
will not have occurred any change in the law affecting the authorization,
issuance, validity or enforceability of the Supplemental Indenture or the Notes,
(ii) the Registration Statement will have been declared effective by the
Commission and will continue to be effective, and the issuance of such
securities will be in compliance with all applicable state securities laws;
(iii) the Notes will be issued and sold as described in the applicable
Prospectus; (iv) none of the particular terms of a series of Notes will violate
any applicable law, and (v) neither the issuance and sale of the Notes nor the
compliance by the Company with the terms thereof will result in a violation of
any agreement or instrument then binding upon the Company or any order of any
court or governmental body having jurisdiction over the Company.

         Further, we have assumed the accuracy and completeness of all
certifications, documents and other proceedings examined by us that have been
executed or certified by officials of the




Company acting within the scope of their official capacities and have not
verified the accuracy or truthfulness thereof. We have also assumed the
genuineness of the signatures appearing upon such public records,
certifications, documents and proceedings. In addition, we have assumed that
each Supplemental Indenture and the related Notes will be executed and delivered
in substantially the form filed as exhibits to the Registration Statement
(including such exhibits incorporated therein which were previously filed with
the Commission), and that such Notes will be sold as described in the Prospectus
described in the Registration Statement.

         We express no opinion as to the laws of any jurisdiction, other than
the federal laws of the United States of America and the laws of the State of
Tennessee.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement, without
implying or admitting that we are "experts" within the meaning of the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.

                                    Very truly yours,



                                    /s/ Boult, Cummings, Conners & Berry PLC