SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

SCHEDULE TO-I

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

ASHFORD HOSPITALITY TRUST, INC.

(Name of Subject Company (Issuer))

ASHFORD HOSPITALITY TRUST, INC.

(Name of Filing Persons (Offeror))

Robert G. Haiman
Executive Vice President, General Counsel and Secretary
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Richard M. Brand

William P. Mills

Gregory P. Patti Jr.

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Tender Offer Statement”) relates to the offer by Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus/Consent Solicitation, dated September 9, 2020 (the “Prospectus”), to exchange any and all of the outstanding shares of the following series of its preferred stock for, at the election of each holder, the consideration defined below (each an “Exchange Offer” and collectively the “Exchange Offers”):

The information in the Prospectus, including all schedules and appendices thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO.

Item 1. Summary Term Sheet.

Item 1001 of Regulation M-A

The information set forth in the Prospectus under “The Exchange Offers and the Consent Solicitation Summary” is incorporated herein by reference.

Item 2. Subject Company Information.

Item 1002(a) through (c) of Regulation M-A

Item 3. Identity and Background of Filing Person.

Item 1003(a) of Regulation M-A

Item 4. Terms of the Transaction.

Item 1004(a) and (b) of Regulation M-A

(a)(2)(i)-(a)(2)(vii) Not applicable.

Item 5. Past Contacts, Negotiations and Agreements.

Item 1005(e) of Regulation M-A

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 1006(a) through (c) of Regulation M-A

Item 7. Source and Amount of Funds or Other Consideration.

Item 1007(a), (b) and (d) of Regulation M-A

Item 8. Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

Item 1009(a) of Regulation M-A

Item 10. Financial Statements.

Item 1010(a) and (b) of Regulation M-A

Item 11. Additional Information.

Item 1011 of Regulation M-A

Item 12. Exhibits.

Item 1016(a), (b), (d), (g) and (h)

Item 13. Information Required By Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 9, 2020

EXHIBIT INDEX

Exhibit (a)(1)(B)

Retail Processing Form

As described in the Offer to Exchange and Consent Solicitation, with respect to any tender in an amount up to 10,000 shares per series of Preferred Stock (as defined in the Offer to Exchange and Consent Solicitation) that is accepted in the Exchange Offers (as defined in the Offer to Exchange and Consent Solicitation) from any eligible soliciting dealer, Ashford Hospitality Trust, Inc. (the “Company”) has agreed to pay to the relevant eligible soliciting dealer whose name appears in the appropriate space of a properly completed and executed retail processing form a retail processing fee equal to $0.125 per $25 of the principal amount of such shares of Preferred Stock validly tendered and accepted for purchase.

In order to be eligible to receive the retail processing fee, this Retail Processing Form, properly completed, must be received by the Information Agent on or prior to the applicable Expiration Date (as defined in the Offer to Exchange).

Please send your signed, completed Retail Processing Form electronically to:

D.F. King & Co., Inc.
48 Wall Street, 22 Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 967-4607
Email: aht@dfking.com

By facsimile:
(For Eligible Institutions only)
(212) 709-3328

Confirmation:
(212) 269-5552

Unless this Retail Processing Form is signed by an eligible soliciting dealer, the signature on this Retail Processing Form must be guaranteed by a eligible soliciting dealer.

This Retail Processing Form is only to be submitted by the DTC direct participant that effected the book-entry transfer of the relevant securities. If you are eligible to receive a retail processing fee but not a DTC direct participant, you must contact the DTC direct participant through which the relevant tenders were made and arrange for them to submit this Retail Processing Form.

By the submitting this Retail Processing Form, the undersigned agrees that, upon request by the Information Agent, the undersigned shall provide the Information Agent with an electronic copy of this Retail Processing Form, including the list of beneficial owner account numbers, transaction code reference numbers, CUSIPS of securities tendered and aggregate liquidation preference tendered.

The Company shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a retail processing fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide tenders). The Company will pay retail processing dealer fees as promptly as practicable after the settlement date of the Offer. Tendering holders are not obligated to pay brokerage fees or commissions to the Dealer Manager (as defined in the Offer to Exchange and Consent Solicitation) or the Information Agent and Exchange Agent. Retail processing fees will be sent by check to the name and address provided below.

NAME AND ADDRESS OF BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR ANY OTHER ELIGIBLE RECIPIENT THAT PROCESSED RETAIL INSTRUCTIONS TO TENDER.

MEDALLION SIGNATURE GUARANTEE
(To be Completed by Eligible Institutions Only)

Dated: _____________, 2020

Tendered on behalf of beneficial owners who tendered Preferred Shares

(If necessary provide a separate list of any additional beneficial owners and affix the list to this Retail Processing Form)

****

RETURN THIS Retail Processing Form TO THE INFORMATION AGENT

The acceptance of compensation by such retail processing dealer will constitute a representation by it that (a) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with solicitations related to the Exchange Offers; (b) it is entitled to such compensation for such retail processing under the terms and conditions of the Offer to Exchange and Consent Solicitation; (c) it is (i) a bank or trust company legally authorized to receive such fee, (ii) a broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, which is a member of any national securities exchange or of the Financial Industry Regulatory Authority (“FINRA”) or (iii) a foreign broker or dealer not eligible for membership in the FINRA but which has agreed to conform to the FINRA’s Rules of Fair Practice in making solicitations; and (d) it has not and will not remit such fee, in whole or in part, to the relevant retail beneficial owner of the tendered Preferred Shares.

Exhibit (a)(1)(C)

Dear Preferred Shareholder,

Enclosed with this letter for your consideration is an Offer to Exchange and Consent Solicitation, dated September 10, 2020, pursuant to which we, Ashford Hospitality Trust, Inc. (“Ashford Trust”), are offering to exchange the outstanding shares of each series of our preferred stock for our common stock or cash. The offer will expire on October 9, 2020 unless extended, so we ask for your immediate attention.

Background

The outbreak of COVID-19 has and continues to significantly impact occupancy rates and our performance. Operations have been suspended at many of our hotels during the pandemic, which has resulted in a severe decline in revenues. As a result we have no made principal or interest payments under nearly all of our property-level loan agreements, which has resulted in events of default under those documents. At this time, we are in the process of negotiating forbearance agreements with our lenders and are trying to reduce our ongoing liabilities. Further, on June 16^th, our board of directors announced that it has suspended all dividend payments on the preferred stock. We have not paid dividends on our preferred stock for the second quarter of 2020, and do not anticipate being able to pay dividends for the foreseeable future.

The trading performance of each series of our preferred stock has deteriorated, such that each series now trades at deep discounts to its $25 liquidation preference. We are launching this exchange offer as part of our recapitalization of Ashford Trust in order to improve our capital structure and ensure that it is more sustainable going forward.

The Exchange Offers

We are offering one of two different consideration options in exchange for any and all of our outstanding shares of preferred shares that are tendered into the exchange offers:

The Cash Option is subject to proration based on the number of shares of preferred stock that are validly tendered and choose the Cash Option. Ashford Trust will only pay up to $30 million in cash to all shareholders who validly tender their preferred stock and select the Cash Option, which is allocated among the series of preferred stock as shown in the table below. If more shares of preferred stock are tendered and select the Cash Option than there is cash available to pay, the amount of cash received by each holder of preferred stock will be prorated among the number of shares validly tendered and not withdrawn according to a formula that takes into account the relative value of the Cash Option offered in each Exchange Offer. The holders of preferred stock will instead receive shares of Common Stock for the portion of the cash consideration that they did not receive.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

The table below provides the values of the Cash Option and the Stock Option for each series of Preferred Stock, as well as the maximum number of shares of Preferred Stock that can elect the Cash Option without being subject to the proration procedures described above:

Consent Solicitation

As part of the exchange offers, we are seeking consent from the holders of preferred stock to amend our corporate charter to amend the terms of the preferred stock, for each series of preferred stock that receives sufficient tenders to close the exchange offer for that series, to automatically reclassify and convert each share of preferred stock into 1.74 shares of newly issued common stock and eliminate the description of such series of preferred stock from our corporate charter.

The exchange offers are conditioned upon the participation of holders of 66 2/3% of the outstanding shares of each series of preferred stock and the approval of the holders of 66 2/3% of the shares of common stock outstanding and entitled to vote at a special meeting of holders of common stock, among other conditions.

Rationale for Participation

We are not making a recommendation as to whether you should tender shares. You must make your own investment decision regarding the exchange offers and the consent solicitation based upon your own assessment of the market value of your preferred stock, the likely value of the common stock you may receive in the exchange offers, the effect of holding shares of preferred stock upon the approval of the proposed amendments, your liquidity needs, your investment objectives and any other factors you deem relevant. You should carefully read the enclosed Offer to Exchange and Consent Solicitation, which describes the exchange offers and the consent solicitation in detail, including Ashford Trust’s reasons for making the exchange offers and various risk factors associated with the exchange offers and the consent solicitation.

Factors to consider in making this assessment may include, but should not be limited to, the following:

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

How to Participate

To participate in the exchange offers, holders of preferred stock are encouraged to contact their broker or custodian and ask them to electronically tender their shares into the exchange offers on their behalf. The exchange offers are open for electronic submission by custodians through DTC’s ATOP system.

Thank you for your attention to this transaction. We encourage you to please review the enclosed Offer to Exchange and Consent Solicitation for full details and look forward to your response. Additional information regarding this transaction can be found in our investor presentation available at https://dealroadshow.finsight.com/retail-roadshows. To the extent you have any further questions, please do not hesitate to contact the Dealer Manager and Solicitation Agent, RBC Capital Markets, by telephone at +1 877 381 2099 or +1 212 618 7843 or by email at liability.management@rbccm.com.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254

972-490-9600 - MAIN 972-490-9605 - FAX

Exhibit (a)(1)(D)

Dear Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees,

Enclosed with this letter for your clients’ consideration is an Offer to Exchange and Consent Solicitation, dated September 10, 2020, pursuant to which we, Ashford Hospitality Trust, Inc. (“Ashford Trust”), are offering to exchange the outstanding shares of each series of our preferred stock for share of our common stock or cash. The offer will expire on October 9, 2020 unless extended, so we ask you to please bring the Offer to Exchange to your clients’ attention.

Background

The outbreak of COVID-19 has and continues to significantly impact occupancy rates and our performance. Operations have been suspended at many of our hotels during the pandemic, which has resulted in a severe decline in revenues. As a result we have no made principal or interest payments under nearly all of our property-level loan agreements, which has resulted in events of default under those documents. At this time, we are in the process of negotiating forbearance agreements with our lenders and are trying to reduce our ongoing liabilities. Further, on June 16^th, our board of directors announced that it has suspended all dividend payments on the preferred stock. We have not paid dividends on our preferred stock for the second quarter of 2020, and do not anticipate being able to pay dividends for the foreseeable future.

The trading performance of each series of our preferred stock has deteriorated, such that each series now trades at deep discounts to its $25 liquidation preference. We are launching this exchange offer as part of our recapitalization of Ashford Trust in order to improve our capital structure and ensure that it is more sustainable going forward.

The Exchange Offers

We are offering one of two different consideration options in exchange for any and all of our outstanding shares of preferred shares that are tendered into the exchange offers:

The Cash Option is subject to proration based on the number of shares of preferred stock that are validly tendered and choose the Cash Option. Ashford Trust will only pay up to $30 million in cash to all shareholders who validly tender their preferred stock and select the Cash Option, which is allocated among the series of preferred stock as shown in the table below. If more shares of preferred stock are tendered and select the Cash Option than there is cash available to pay, the amount of cash received by each holder of preferred stock will be prorated among the number of shares validly tendered and not withdrawn according to a formula that takes into account the relative value of the Cash Option offered in each Exchange Offer. The holders of preferred stock will instead receive shares of Common Stock for the portion of the cash consideration that they did not receive.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

The table below provides the values of the Cash Option and the Stock Option for each series of Preferred Stock, as well as the maximum number of shares of Preferred Stock that can elect the Cash Option without being subject to the proration procedures described above:

Consent Solicitation

As part of the exchange offers, we are seeking consent from the holders of preferred stock to amend our corporate charter to amend the terms of the preferred stock, for each series of preferred stock that receives sufficient tenders to close the exchange offer for that series, to automatically reclassify and convert each share of preferred stock into 1.74 shares of newly issued common stock and eliminate the description of such series of preferred stock from our corporate charter.

The exchange offers are conditioned upon the participation of holders of 66 2/3% of the outstanding shares of each series of preferred stock and the approval of the holders of 66 2/3% of the shares of common stock outstanding and entitled to vote at a special meeting of holders of common stock, among other conditions.

Rationale for Participation

We are not making a recommendation as to whether your clients should tender shares. They must make their own investment decision regarding the exchange offers and the consent solicitation based upon their own assessment of the market value of their preferred stock, the likely value of the common stock they may receive in the exchange offers, the effect of holding shares of preferred stock upon the approval of the proposed amendments, their liquidity needs, their investment objectives and any other factors they deem relevant. Your client should carefully read the enclosed Offer to Exchange and Consent Solicitation, which describes the exchange offers and the consent solicitation in detail, including Ashford Trust’s reasons for making the exchange offers and various risk factors associated with the exchange offers and the consent solicitation.

Factors to consider in making this assessment may include, but should not be limited to, the following:

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

How to Participate

In order for your clients to participate in the exchange offers, holders of preferred stock are encouraged to contact you to electronically tender their shares into the exchange offers on their behalf. The exchange offers are is open for electronic submission by custodians through DTC’s ATOP system.

Thank you in advance for contacting your clients regarding this transaction. We encourage your clients to please review the enclosed Offer to Exchange and Consent Solicitation for full details and look forward to their response. Additional information regarding this transaction can be found in our investor presentation available at https://dealroadshow.finsight.com/retail-roadshows. To the extent you or your clients have any further questions, please do not hesitate to contact the Dealer Manager and Solicitation Agent, RBC Capital Markets, by telephone at +1 877 381 2099 or +1 212 618 7843 or by email at liability.management@rbccm.com.

Retail Processing Fee

As described in the Offer to Exchange, with respect to any tender in an amount up to 10,000 shares per series of Preferred Stock that is accepted in the Exchange Offers from any eligible soliciting dealer, Ashford Trust has agreed to pay to the relevant eligible soliciting dealer whose name appears in the appropriate space of a properly completed and executed retail processing form a retail processing fee equal to $0.125 per $25 of the principal amount of such shares of Preferred Stock validly tendered and accepted for exchange.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person the agent of the Company, the Exchange Agent or any affiliate of any of them, or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them in connection with the Exchange Offers other than the enclosed documents and the statements contained therein.

14185 DALLAS PARKWAY - SUITE 1100 - DALLAS, TEXAS 75254 

972-490-9600 - MAIN 972-490-9605 - FAX

Exhibit (a)(1)(E)

Preferred Exchange Offer – September 2020 Investor Presentation

Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy, the degree and nature of our competition, legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of REITs; limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes; and risks related to our ability to consummate the exchange offer, renegotiate our debt or otherwise recapitalize or restructure our business. These and other risk factors are more fully discussed in the company's filings with the Securities and Exchange Commission. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA and other terms are non-GAAP measures, reconciliations of which have been provided in prior earnings releases and filings with the SEC or in the appendix to this presentation. This overview is for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of Ashford Hospitality Trust Inc. or any of its respective affiliates, and may not be relied upon in connection with the purchase or sale of any such security. Additional Information and Where to Find It In connection with the exchange offer, Ashford Hospitality Trust Inc. has filed a Registration Statement on Form S-4 (Registration No. 333-239961), which includes a prospectus/consent solicitation. Additionally, Ashford Hospitality Trust, Inc. files annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS OF ASHFORD HOSPITALITY TRUST, INC. ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT ASHFORD HOSPITALITY TRUST, INC. WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD HOSPITALITY TRUST, INC. AND THE TRANSACTION. The prospectus and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Ashford Hospitality Trust, Inc. with the Securities and Exchange Commission, may be obtained free of charge at the Securities and Exchange Commission’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission at Ashford Hospitality Trust, Inc.’s website, https://www.ahtreit.com, under the “Investors” link, or by requesting them in writing or by telephone from us at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, Attn: Investor Relations or (972) 490-9600. 2

Introduction Ashford Hospitality Trust has launched an exchange offer for its outstanding preferred stock Presentation Team Rob Hays President / Chief Executive Officer Deric Eubanks Chief Financial Officer      20 years of hospitality experience 17 years with Ashford Hospitality Trust 3 years with ClubCorp CFA Charterholder Southern Methodist University, BBA    15 years of hospitality experience 15 years with Ashford Hospitality Trust 3 years of M&A experience at Dresser Inc. & Merrill Lynch Princeton University, AB  Summary Overview Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Hospitality Trust”) has launched an exchange offer with consent solicitation on its outstanding preferred stock, offering to swap such securities for either common stock or cash, as described below  The exchange offer is being made pursuant to an Exchange Offer Memorandum, dated September 10, 2020, which will expire at 5pm New York City Time on October 9, 2020 The impact of the COVID-19 virus on the Ashford Hospitality Trust business has driven the need to recapitalize Ashford Hospitality Trust; a part of that plan includes exchanging the preferred stock outstanding for common stock or cash The exchange provides investors two alternatives: 1. sell their preferred stock for cash or 2. exchange their preferred stock for Ashford Hospitality Trust common stock  The amount of cash available is limited to $30mm and will be available only if Ashford Hospitality Trust also completes a capital raising transaction on terms satisfactory to it pursuant to which no less than $30mm is raised for the purpose of funding the Cash Option    If the cash amount is oversubscribed, holders are accepted on a pro-rata basis with any oversubscribed amounts exchanged into Ashford Hospitality Trust common stock 3 Cash ($30mm) Common Stock

Portfolio Overview Ashford Hospitality Trust’s portfolio consists primarily of upper upscale, full-service hotels across the U.S. 107 HOTEL S (1) 23,382 HOTEL ROOM S (1) 28 STATES (1) Portfolio IHG 2% HYATT by Hotel Revenue(1) INTERSTATE 1% LUXURY 6% HYATT 4% UPPER MIDSCALE 2% SELECT-SERVICE 24% 5% INDEPENDENT 6% INDEPENDENT 6% HILTON 5% PROPERTY MANAGER SERVICE TYPE CHAIN SCALE HOTEL BRAND 23% UPSCALE 31% MARRIOTT 30% HILTON 57% MARRIOTT 59% REMINGTON 76% FULL-SERVICE 63% UPPER UPSCALE 4 (1) Pro forma TTM as of June 30, 2020, adjusted for assets in the Rockbridge loan pool, and Embassy Suites New York; excludes WorldQuest

COVID Impact on the Hospitality Industry COVID has significantly impacted the hospitality industry; following prior major industry downturns, a full recovery has typically taken approximately three to four years Annual Revenue Per Available Room % Change (1) 10.0% - (10.0%) (20.0%) (30.0%) (40.0%) (50.0%) (60.0%) (70.0%) ) D (2) Revenue Per Available Room Through June 2020 (3) $95 $85 $75 $65 $55 $45 $35 $25 (4) Sources: Smith Travel Research (STR), Tourism Economics (1) (2) (3) (4) US seasonally adjusted real revenue per available room, per STR 2020 reflects full year projected decline in RevPAR per STR and Tourism Economics Trailing 3 month average seasonally adjusted nominal revenue per available room, per STR 2020 reflects RevPAR through June 2020 5 Financial Crisis 48 Month Recovery 9/11 39 Month Recovery $26.28 (9.3%) 9/11 (16.2%) Financial Crisis (57.5% COVI

Challenges with the Business Ashford Hospitality Trust has announced the suspension of all dividend payments to the preferred stock Situation Overview  The outbreak of COVID-19 has and continues to significantly impact occupancy rates and Ashford Hospitality Trust’s performance at many of its hotels which have experienced a severe decline in revenues As a result, Ashford Hospitality Trust has not made principal or interest payments under nearly all of its loan agreements, which has constituted an event of default  At this time, Ashford Hospitality Trust is in the process of negotiating forbearance agreements with its lenders   On June 16th, our board of directors announced that it has suspended all dividend payments to the preferred stock and common stock  The trading performance of our preferred stock has deteriorated, such that the preferreds now trade at deep discounts to their $25 liquidation preference Purpose of the Exchange Offer  This exchange offer is part of our recapitalization effort, designed to improve the capital structure of Ashford Hospitality Trust to better weather the economic effects of the COVID-19 pandemic and re-position Ashford Hospitality Trust so that it is more sustainable, profitable and poised for growth going forward  Completing the exchange will materially improve the capital structure and eliminate Ashford Hospitality Trust’s large, growing and unsustainable financial obligation to its preferred shareholders  Ashford Hospitality Trust believes the preferred stock impedes the financial viability of the company, its growth prospects and the strategic opportunities available to it 6

Trading Performance of Existing Preferred Securities At the launch of the exchange, the preferred securities were trading at prices between $4.22 and $5.10 The preferred shares have traded off since the beginning of the year 30 AHT 8.45% Series D AHT 7.375% Series F AHT 7.375% Series G AHT 7.50% Series H AHT 7.50% Series I $ $ $ $ $ 5.10 4.22 4.37 4.28 4.33 25 20 AHT 8.45% Series D AHT 7.375% Series F AHT 7.375% Series G AHT 7.50% Series H AHT 7.50% Series I 15 10 5 0 1/1/2020 2/1/2020 3/1/2020 4/1/2020 5/1/2020 6/1/2020 7/1/2020 8/1/2020 9/1/2020 7 Source: Bloomberg Preferred Share Price ($) Closing Pri ce on 9/8/2020

The Exchange Offer Investors can elect one of two options:  Stock Option: Ashford Hospitality Trust exchanges preferred stock for common stock at an exchange ratio of one preferred share for a fixed number of common shares as outlined in the table below  Cash Option: Ashford Hospitality Trust purchases the preferred stock for cash at a price outlined in the table below  The Cash Option is limited to a maximum cash amount for each of the respective series of preferred shares (“Maximum Aggregate Cash Per Series”) as outlined in the table below  If the amount of subscriptions for the Cash Option on a specific series of preferred shares exceeds the Maximum Aggregate Cash Per Series, investors will receive their pro-rata share of the available cash for such series and any oversubscribed amounts will be paid in common stock per the exchange ratio in the Stock Option  The Cash Option will be available only if Ashford Hospitality Trust also completes a capital raising transaction on terms satisfactory to it pursuant to which no less than $30mm is raised for the purpose of funding the Cash Option Exchange Consideration that Can Elect the 8 Security CUSIP Shares Outstanding Cash Option Per Share Stock Option per Share Maximum Aggregate Cash Per Series Maximum Shares of Preferred Stock Cash Option Without Proration 8.45% Series D Preferred Stock 044103406 2,389,393 $7.75 cash 5.58 common stock $3,200,000 412,903 7.375% Series F Preferred Stock 044103604 4,800,000 $7.75 cash 5.58 common stock $6,400,000 825,806 7.375% Series G Preferred Stock 044103703 6,200,000 $7.75 cash 5.58 common stock $8,200,000 1,058,064 7.50% Series H Preferred Stock 044103802 3,800,000 $7.75 cash 5.58 common stock $5,000,000 645,161 7.50% Series I Preferred Stock 044103885 5,400,000 $7.75 cash 5.58 common stock $7,200,000 929,032

Hypothetical Examples Hypothetical Example: Investor Exchanges 100 Shares of Preferred Series D for the “Stock Option” Stock Option Consideration 5.58 common per 1 preferred share Hypothetical Example: Investor Exchanges 100 Shares of Preferred Series D for the “Cash Option” Cash Option Consideration $7.75 cash per 1 preferred share Consent Solicitation  As part of the exchange offer (and included as part of submissions to participate in the offer), we are seeking consent (permission) from preferred shareholders to modify the terms of the preferred stock that would eliminate the respective outstanding preferred stock and automatically convert each share of preferred stock that is not tendered into this exchange offer into 1.74 shares of newly issued common stock  The exchange offer is conditioned upon participation of 66 2/3% of the outstanding shares of each series of preferred stock and 66 2/3% of the outstanding shares of common stock to effect the consent 9 (1) Assumes that the Maximum Aggregate Cash Per Series is not reached

Rationale for Participation Rationale for Participation Considerations for Non-Participation  The exchange offer provides consideration that is higher than the preferred stock price (prior to the announcement of the exchange offer):  If the exchange offer receives participation of 66 2/3% of the outstanding shares of preferred to participate in the exchange offer:  The Stock Option, using the closing prices for the common stock on September 8, 2020, represented an approximate value of $16.35 per share of preferred stock(1)  Any non-participating preferred shareholder could be subject to the modifications of the consent solicitation which would automatically exchange their preferred stock into 1.74 shares of common stock  This represents a premium of approximately $11.25 to $12.13 per share of preferred stock(2)  Note that this is lower than the consideration one would receive in the Exchange Option of 5.58 shares of common stock per preferred stock  The consideration in the Cash Option using the closing prices for the preferred stock represent premiums of $2.65 to $3.53 per share of preferred stock(2)  If the exchange offer does not receive participation of 66 2/3% of preferred shareholders to participate in the exchange offer:  We may not be able to meet our financial obligations and may need to evaluate other restructuring alternatives including:  The exchange offer provides the preferred shareholders with majority equity ownership control of Ashford Hospitality Trust:  Assuming that 100% of preferred shareholders accept the Stock Option, the preferred shareholders would represent 1. the sale of profitable assets ownership of approximately 89% of the outstanding 2. a corporate restructuring that would seek to distribute or spin-off profitable assets common shares, thus having ownership control of Ashford Hospitality Trust 3. the incurrence of additional debt, or 4. seeking relief through the announcement of a Chapter 11 proceeding or otherwise under the US Bankruptcy Code  Certain strategies (e.g. selling assets) could give our advisor, Ashford Inc., the ability to terminate the advisory agreement, causing Ashford Trust to owe a substantial termination fee 10 (1) Calculated as $2.93 common stock closing price multiplied by 5.58 common shares (2) Pre-launch trading levels for the preferred stock ranged between $4.22 and $5.10 Ashford Hospitality Trust reserves the right to amend the terms of the exchange offer subject to applicable law

How to Participate / Key Contacts How to Participate  To participate in the exchange offer, preferred shareholders should contact their broker or custodian and ask them electronically submit on their behalf  The offer is open for electronic submission through DTC’s ATOP (Automated Tender Offer Processing) system by custodians (DTC participants) Electronic Submission through ATOP Instructions to Participate Key Contacts  For further information regarding the offer, please contact:  For documentation requests or questions on submission mechanics, please contact:  For further information on Ashford Hospitality Trust, please contact: 11 Ashford Hospitality Trust Investor Relations by telephone at +1 972 778 9487 or via email at info@ashfordinc.com DF King (Information Agent) by telephone at +1 800 967 4607 or +1 212 269 5550 or via email at aht@dfking.com RBC Capital Markets (Dealer Manager) by telephone at +1 877 381 2099 or +1 212 618 7843 or via email at liability.management@rbccm.com DTC Clearing System

Exhibit (c)(1)

September 9, 2020

Board of Directors

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway

Suite 1100

Dallas, TX 75254

126,048,813 Shares of Common Stock

Ladies and Gentlemen:

We are acting as counsel to Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), in connection with its filing of a registration statement on Form S-4  (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance of up to 126,048,813 shares of Common Stock, par value $0.01 per share of the Company (the “Common Shares”). The Common Shares are issuable pursuant to an Exchange Offer for shares of the Company’s 8.45% Series D Cumulative Preferred Stock, par value $.01 per share, 7.375% Series F, Series Cumulative Preferred Stock, par value $.01 per share, 7.375% G Cumulative Preferred Stock, par value $.01 per share,7.50% Series H Cumulative Preferred Stock, par value $.01 per share, and 7.50% Series I Cumulative Preferred Stock, par value $.01 per share (each, a series of “Preferred Stock,” and, collectively the “Preferred Stock”) as described in the Registration Statement (the “Exchange Offer Common Shares”) or, with respect of shares of Preferred Stock not exchanged in the Exchange Offer, pursuant to a reclassification to be effected pursuant to a charter amendment being submitted for approval by the holders of the Company’s Common Stock and consent by the holders of the Preferred Stock in accordance with the charter (the “Remainder Consideration Common Shares”) .   This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement. Capitalized not otherwise defined herein shall have the meanings provided in the Registration Statement

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed.  In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Exchange Offer Common Shares and the Remainder Consideration Common Shares will not be issued in violation of the ownership limit contained in the Company’s charter.  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended and as currently in effect.  We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that, following effectiveness of the Registration Statement and:

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com

This opinion letter has been prepared for use in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Exhibit (c)(2)

Locke Lord LLP

2200 Ross Avenue, Suite 2800

Dallas, TX 75201

Telephone: 214-740-8000

Fax: 214-740-8800

www.lockelord.com

September 9, 2020

Ashford Hospitality Trust, Inc‎.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Ladies and Gentlemen:

We have acted as special United States federal income tax counsel to Ashford Hospitality Trust, Inc‎., a Maryland corporation (the “Company”), with respect to the offer by the Company to exchange any and all of the outstanding shares of the Company’s 8.45% Series D Cumulative ‎Preferred Stock, par ‎value ‎‎$0.01 per share (“Series D Preferred Stock”), 7.375% Series F Cumulative Preferred Stock, par ‎‎value $0.01 per share (“Series F Preferred Stock”), ‎‎7.375% Series G Cumulative Preferred ‎Stock, par value $0.01 per share (“Series G Preferred Stock”), ‎‎7.50% Series H ‎Cumulative ‎Preferred Stock, par value $0.01 per share (“Series H Preferred Stock”), and 7.50% Series I ‎‎Cumulative ‎Preferred Stock, par value $0.01 per share (“Series I Preferred Stock” and together ‎with the Series H Preferred Stock, Series G Preferred Stock, Series F Preferred Stock, and Series ‎D Preferred Stock, collectively, the “Preferred Stock”), for common stock of the ‎Company, par ‎value $0.01 per share (“Common Stock”), or cash (the offer with respect to each series of Preferred Stock being an “Exchange Offer” and collectively, the “Exchange Offers”). The Exchange Offers are described in the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by the Company (File No. 333-239961), dated July 20, 2020, as amended by Amendment No. 1, dated July 30, 2020, and as amended through the date hereof (the “Registration Statement”), which includes the Prospectus/Consent Solicitation relating to the Exchange Offers (the “Prospectus”). Capitalized terms used herein and not otherwise defined shall have ‎the meanings set forth in the Registration Statement.

You have requested our opinion as to certain United States federal income tax matters in ‎connection with the Exchange Offers pursuant to the Registration Statement.‎ In connection with our opinion, we have examined and relied upon the following:‎

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‎In our examination, we have assumed, without independent investigation or verification, (i) the ‎authenticity and completeness of all documents reviewed by us in original or copy form, (ii) the ‎conformity to the original documents of all documents reviewed by us as copies, including ‎electronic copies and conformed copies, (iii) the due authorization, capacity, execution and ‎delivery on behalf of the respective parties thereto of all documents referred to herein and the ‎legal, valid and binding effect thereof on such parties, (iv) the genuineness of all signatures on ‎documents examined by us, (v) the truth, accuracy and completeness of the information, factual ‎matters, representations and warranties contained in the records, documents, instruments and ‎certificates we have reviewed, (vi) that each unexecuted document submitted to us for our ‎review will be executed in a form materially identical to the form we reviewed, (vii) that all covenants and additional agreements described in the Registration Statement with respect to the Exchange Offers have been and will be performed without waiver or breach of any material provision thereof, (viii) that the Exchange Offers will be consummated in the manner contemplated in the Registration Statement without any waiver or breach of any material provision thereof and (ix) that the consummation of the Exchange Offers will be effective under applicable state law.

We have further ‎assumed that each of the parties to each of the documents referred to herein fully complies with ‎all of its obligations thereunder and that there are no arrangements, understandings or agreements ‎among any of the parties relating to such documents other than those evidenced by such ‎documents. In connection with the opinion rendered below, we have also relied upon the ‎correctness of the factual representations contained in the Officer’s Certificates, and have assumed that all ‎representations made “to the knowledge of” any person will be true, correct and complete as ‎if made without that qualification.‎

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We have also assumed that:‎

We have assumed that all facts, information, representations, covenants, agreements and other ‎statements set forth in the documents referred to above were initially and are currently, and will ‎continue to be, true, correct and complete without regard to any qualification as to knowledge or ‎belief. We have assumed that none of the documents referred to above has been or will be ‎amended, modified, supplemented or otherwise altered in any respect.

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September 9, 2020

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‎Based on the documents and assumptions set forth above and the representations set forth ‎in the Officer’s Certificates and the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which is incorporated herein by reference), we are of the opinion that:‎

It is not possible to predict whether the statements, representations, warranties or ‎assumptions on which we have relied to issue this opinion will continue to be accurate in the ‎future. The Company’s qualification and taxation as a REIT under the Code has depended and ‎will depend on the ability of the Company to meet on a prior and an ongoing basis (through ‎actual quarterly and annual operating results, distribution levels, diversity of stock ownership ‎and otherwise) the various qualification tests imposed under the Code, and upon the Company’s ‎utilizing any and all appropriate “savings provisions” (including the provisions of Sections ‎‎856(c)(6), 856(c)(7), and 856(g) of the Code and the provisions included in Section 856(c)(4) of ‎the Code (flush language) allowing for the disposal of assets within 30 days after the close of a ‎calendar quarter, and all available deficiency dividend procedures) available to the Company ‎under the Code to correct violations of specified REIT qualification requirements of Sections ‎‎856 and 857 of the Code. Our opinion set forth above does not foreclose the possibility that the ‎Company may have to utilize one or more of these “savings provisions,” which could require ‎the Company to pay an excise tax or penalty tax (which could be significant in amount) in order ‎to maintain its REIT qualification for a taxable year. We will not review on a continuing basis ‎the Company’s compliance with the documents or assumptions set forth above, or the ‎representations set forth in the Officer’s Certificates. Accordingly, no assurance can be given that the ‎Company’s operations for any given taxable year will satisfy the requirements for qualification ‎and taxation as a REIT.‎

The foregoing opinion is limited to the United States federal income tax matters addressed ‎herein, and no other opinion is rendered with respect to other United States federal tax matters or ‎to any issues arising under the tax laws of any other country, or any state or locality. This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent.

The ‎foregoing opinion is based on current provisions of the Code and the Treasury regulations ‎thereunder (the “Regulations”), published administrative interpretations thereof, and published ‎court decisions, all of which are subject to change and new interpretation, both prospectively and ‎retroactively. The Internal Revenue Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification.‎ No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT or otherwise adversely affect the accuracy of the opinions expressed herein. Although the conclusions set forth herein represent our best judgment ‎as to the probable outcome on the merits of such matters, the Internal Revenue Service and the ‎courts are not bound by, and may disagree with, the conclusions set forth herein. ‎This opinion is rendered only as of the date hereof, and we assume no obligation to update our ‎opinion to address other facts or any changes in law or interpretation thereof that may hereafter ‎occur or hereafter come to our attention. If any one of the statements, representations, warranties ‎or assumptions that we have relied upon to issue this opinion is incorrect in a material respect, our ‎opinion might be adversely affected and may not be relied upon.

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September 9, 2020

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Our opinion is further subject to the qualifications, conditions, limitations and assumptions in the discussion set forth herein and under the heading “Material U.S. Federal Income Tax Considerations” in the Registration Statement.

‎We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to ‎the references to Locke Lord LLP under the caption “Material U.S. Federal Income Tax Consequences of the Merger” and elsewhere in 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 Securities Act of 1933, as amended, or the ‎rules and regulations promulgated thereunder by the SEC. ‎