EXHIBIT 5.1

Jenkens & Gilchrist	Austin, Texas
a professional corporation	(512) 499-3800
	Chicago, Illinois
1445 Ross Avenue	(312) 425-3900
Suite 3200	Houston, Texas
Dallas, Texas 75202	(713) 951-3300
	Los Angeles, California
(214) 855-4500	(310) 820-8800
Facsimile (214) 855-4300	New York, New York
	(212) 704-6000
www.jenkens.com	Pasadena, California
	(626) 578-7400
	San Antonio, Texas
	(210) 246-5000
	Washington, D.C.
	(202) 326-1500
January 21, 2005

FelCor Lodging Trust Incorporated
545 East John Carpenter Freeway, Suite 1300
Irving, Texas 75062

     Re: Registration Statement on Form S-3 (File No. 333-  )

Ladies and Gentlemen:

     We have acted as special counsel to FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the sale by stockholders of the Company of up to 6,130,313 shares (the “Shares”) of Company common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Act.

     This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

     In rendering this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (1) the Registration Statement (together with the prospectus), (2) the Company’s Articles of Amendment and Restatement, as amended, corrected and supplemented to date (the “Charter”), (3) the Bylaws of the Company, as amended to date (the “Bylaws”), (4) resolutions, minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares and (5) such other documents and instruments as this firm has deemed necessary for the expression of these opinions. In making the foregoing examinations, this firm has assumed the genuineness of all signatures and the authenticity of all documents submitted to this firm as originals, and the conformity to original documents of all documents submitted to this firm as certified, conformed or photostatic copies. As to various questions of fact material to this opinion letter, and as to the content and form of the Charter, Bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations or certificates of officers or directors of the Company

Jenkens & Gilchrist
a professional corporation

FelCor Lodging Trust Incorporated
January 21, 2005
Page 2

and upon documents, records and instruments furnished to this firm by the Company, without independent check or verification of their accuracy.

     Based upon our examination and consideration of, and reliance on, the documents and other matters described above and assuming that all relevant corporate actions heretofore taken by the Company remain in full force and effect, this firm is of the opinion that (i) the 6,014,346 shares of Common Stock included in the Registration Statement that are presently outstanding are legally issued, fully-paid and nonassessable, and (ii) the 115,967 shares of Common Stock included in the Registration Statement that are issuable pursuant to the redemption of outstanding units of limited partnership interest in FelCor Lodging Limited Partnership, if and when issued and delivered by the Company in accordance with the terms and conditions of the instruments, resolutions and agreements governing their issuance, will be legally issued, fully-paid and nonassessable.

     This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in, or made a part of, the Registration Statement. In giving this consent, this firm does not admit that it comes within 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 promulgated thereunder.

Very truly yours, Jenkens & Gilchrist, a Professional Corporation
By:	/s/ Robert W. Dockery
	Robert W. Dockery, Authorized Signatory

CGP:cgp