**Exhibit 8.1**

 

[LETTERHEAD OF SULLIVAN & WORCESTER LLP]

 

March 13, 2006

 

Hospitality PropertiesTrust400 Centre StreetNewton, Massachusetts  02458

 

Ladies and Gentlemen:

 

The following opinion is furnished to HospitalityProperties Trust, a Maryland real estate investment trust (the “Company”), tobe filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1to the Company’s Annual Report on Form 10-K for the year ended December 31,2005 (the “Form 10-K”), under the Securities Exchange Act of 1934, asamended.

 

We have acted as counsel for the Company in connectionwith the preparation of the Form 10-K, and we have reviewed originals orcopies, certified or otherwise identified to our satisfaction, of suchcorporate records, certificates and statements of officers and accountants ofthe Company and of public officials, and such other documents as we haveconsidered relevant and necessary in order to furnish the opinion hereinafterset forth. In doing so, we have assumed the genuineness of all signatures, thelegal capacity of natural persons, the authenticity of all documents submittedto us as originals, the conformity to original documents of all documentssubmitted to us as copies, and the authenticity of the originals of suchdocuments. Specifically, and without limiting the generality of the foregoing,we have reviewed:  (i) the declaration of trust and the by-laws ofthe Company, each as amended and restated; and (ii) the sections of Item 1 of the Form 10-K captioned “FederalIncome Tax Considerations” and “ERISA Plans, Keogh Plans and IndividualRetirement Accounts”. With respect to all questions of fact on which theopinion set forth below is based, we have assumed the accuracy and completenessof and have relied on the information set forth in the Form 10-K and inthe documents incorporated therein by reference, and on representations andcertifications made to us by officers of the Company. We have not independentlyverified such information.

 

The opinion set forth below is based upon the InternalRevenue Code of 1986, as amended, the Treasury Regulations issued thereunder,published administrative interpretations thereof, and judicial decisions withrespect thereto, all as of the date hereof (collectively, “Tax Laws”), and uponthe Employee Retirement Income Security Act of 1974, as amended, the Departmentof Labor regulations issued thereunder, published administrativeinterpretations thereof, and judicial decisions with respect thereto, all as ofthe date hereof (collectively, “ERISA Laws”). No assurance can be given thatTax Laws or ERISA Laws will not change. In preparing the discussions withrespect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 ofthe Form 10-K captioned “Federal Income Tax Considerations” and “ERISAPlans,

 

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Keogh Plans and Individual Retirement Accounts”, wehave made certain assumptions and expressed certain conditions andqualifications therein, all of which assumptions, conditions and qualificationsare incorporated herein by reference. With respect to all questions of fact onwhich our opinion is based, we have assumed the initial and continuing truth,accuracy and completeness of:  (i) theinformation set forth in the Form 10-K and in the documents incorporatedtherein by reference; and (ii) representations made to us by officers ofthe Company or contained in the Form 10-K, in each such instance withoutregard to qualifications such as “to the best knowledge of” or “in the beliefof”.

 

We have relied upon, but not independently verified,the foregoing assumptions. If any of the foregoing assumptions are inaccurateor incomplete for any reason, or if the transactions described in the Form 10-K,or the documents incorporated therein by reference, have been consummated in amanner that is inconsistent with the manner contemplated therein, our opinionas expressed below may be adversely affected and may not be reliedupon.

 

Based upon and subject to the foregoing, we are of theopinion that the discussions with respect to Tax Laws matters and ERISA Lawsmatters in the sections of Item 1 of the Form 10-K captioned “FederalIncome Tax Considerations” and “ERISA Plans, Keogh Plans and IndividualRetirement Accounts” in all material respects are accurate and fairly summarizethe Tax Laws issues and the ERISA Laws issues addressed therein, and herebyconfirm that the opinions of counsel referred to in said sections represent ouropinions on the subject matter thereof.

 

Our opinion above is limited to the mattersspecifically covered hereby, and we have not been asked to address, nor have weaddressed, any other matters or any other transactions. Further, we disclaimany undertaking to advise you of any subsequent changes of the matters stated,represented or assumed herein or any subsequent changes in Tax Laws or ERISALaws.

 

This opinion is intended solely for the benefit anduse of the Company, and is not to be used, released, quoted, or relied upon byanyone else for any purpose (other than as required by law) without our priorwritten consent. We hereby consent to the filing of a copy of this opinion asan exhibit to the Form 10-K, which is incorporated by reference inthe Company’s Registration Statements on Forms S-3 (File Nos. 333-43573,333-89307, 333-84064 and 333-109658) under the Securities Act of 1933, asamended (the “Act”), and to the references to our firm in the Form 10-Kand such Registration Statements. In giving such consent, we do not therebyadmit that we come within the category of persons whose consent is requiredunder Section 7 of the Act or under the rules and regulations of theSEC promulgated thereunder.

 
|   | Very truly yours,                     |
|--------|---------------------------------------|
|   |                                  |
|   | /s/ Sullivan & Worcester LLP |   |
|   |                                  |
|   | SULLIVAN & WORCESTER LLP     |

 

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