EX-5.1 4 dex51.htm EXHIBIT 5.1 Exhibit 5.1

McGuireWoods LLP

One James Center

901 East Cary Street

Richmond, VA 23219-4030

Phone: 804.775.1000

Fax: 804.775.1061

www.mcguirewoods.com

        Exhibit 5.1
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April 23, 2008

Board of Directors

Apple REIT Nine, Inc.

814 East Main Street

Richmond, Virginia 23219

Dear Members of the Board of Directors:

We have acted as counsel to Apple REIT Nine, Inc. (the “Company”), a Virginia corporation, in connection with the preparation of a registration statement on Form S-11 (File No. 333-147414) to which this opinion is an exhibit (the “Registration Statement”), which is filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of 182,251,082 Units (each Unit consisting of one common share and one Series A preferred share) of the Company. Terms not otherwise defined herein shall have the meanings assigned to them in the Registration Statement.

We have reviewed originals or copies of (i) the Articles of Incorporation, Bylaws and other corporate documents of the Company, (ii) certain resolutions of the Board of Directors of the Company, and (iii) the Registration Statement and the prospectus included therein (the “Prospectus”). In addition, we have reviewed such other documents and have made such legal and factual inquiries as we have deemed necessary or advisable for purposes of rendering the opinions set forth below.

Based upon and subject to the foregoing we are of the opinion that:

1. The Company is validly existing and in good standing under the laws of the Commonwealth of Virginia; and

2. The Units to be registered under the Registration Statement have been duly authorized and, when issued and paid for as described in the Registration Statement, will be validly issued, fully paid and nonassessable.

We hereby consent to the references to our firm under the captions “Legal Matters” and “Federal Income Tax Considerations” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Act, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

Very truly yours,

/S/ MCGUIREWOODS LLP