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                                                                     EXHIBIT 5.2

                        [MILES & STOCKBRIDGE LETTERHEAD]

                                 July 20, 2001


FelCor Lodging Trust Incorporated
545 E. John Carpenter Frwy.
Suite 1300
Irving, TX 75062

Ladies and Gentlemen:

     We have acted as special Maryland counsel to FelCor Lodging Trust
Incorporated, a Maryland corporation (the "Corporation"), in connection with the
preparation of a Registration Statement on Form S-4 (Reg. No. 333-62510) filed
by the Corporation with the Securities and Exchange Commission on June 7, 2001,
as amended July 20, 2001, (the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of shares of Common Stock of the Corporation (the "Common
Stock"), to be issued as part of the proposed merger (the "Merger") of MeriStar
Hospitality Corporation with and into the Corporation. In this capacity we have
reviewed the Charter and bylaws of the Corporation, the Registration Statement,
the corporate proceedings of the Corporation relating to the authorization of
the issuance of the Common Stock and such certificates and other documents as we
deem necessary or advisable for the purposes of this opinion. Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the
Registration Statement.

     For the purposes of the opinion expressed herein, we have assumed that the
issuance of the Common Stock will not violate the "Ownership Limit" as defined
in Article V of the Corporation's Charter, or otherwise conflict with or
violate any Charter provisions relating to the Corporation's qualification as a
real estate investment trust.

     Based on the foregoing, we are of the opinion that: the Common Stock has
been duly and validly authorized, and when issued in accordance with the terms
of the Registration Statement and the resolutions of the Board of Directors
relating to the Merger, will be legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                             Very truly yours,

                                             Miles & Stockbridge P.C.

                                             By: /s/ J.W. THOMPSON WEBB
                                                 ----------------------
                                                 Principal