**Exhibit8.1**
| **** |   | Sullivan & Worcester LLP  One Post Office Square  Boston, MA 02109 |   | T 617 338 2800  F 617 338 2880  www.sandw.com |
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February 28, 2007

Hospitality PropertiesTrust400 Centre StreetNewton, Massachusetts  02458

Ladies and Gentlemen:

The following opinion isfurnished to Hospitality Properties Trust, a Maryland real estate investmenttrust (the “Company”), to be filed with the Securities and Exchange Commission(the “SEC”) as Exhibit 8.1 to the Company’s Annual Report on Form 10-K for theyear ended December 31, 2006 (the “Form 10-K”) under the Securities ExchangeAct of 1934, as amended.

We have acted as counselfor the Company in connection with the preparation of the Form 10-K, and wehave reviewed originals or copies of such corporate records, such certificatesand statements of officers and accountants of the Company and of publicofficials, and such other documents as we have considered relevant andnecessary in order to furnish the opinion hereinafter set forth.  In doingso, we have assumed the genuineness of all signatures, the legal capacity ofnatural persons, the authenticity of all documents submitted to us asoriginals, the conformity to original documents of all documents submitted tous as copies, and the authenticity of the originals of such documents.  Specifically, and without limiting thegenerality of the foregoing, we have reviewed:  (i) the amended andrestated declaration of trust and the amended and restated by-laws of theCompany, each as amended to date, and in the case of the declaration of trust,as supplemented; and (ii) the sections of Item 1 of the Form 10-K captioned “FederalIncome Tax Considerations” and “ERISA Plans, Keogh Plans and IndividualRetirement Accounts”.

The opinion set forthbelow is based upon the Internal Revenue Code of 1986, as amended, the TreasuryRegulations issued thereunder, published administrative interpretationsthereof, and judicial decisions with respect thereto, all as of the date hereof(collectively, “Tax Laws”), and upon the Employee Retirement Income SecurityAct of 1974, as amended, the Department of Labor regulations issued thereunder,published administrative interpretations thereof, and judicial decisions withrespect thereto, all as of the date hereof (collectively, “ERISA Laws”).  No assurance can be given that Tax Laws orERISA Laws will not change.  In preparingthe discussions with respect to Tax Laws matters and ERISA Laws matters in the

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sections of Item 1 of theForm 10-K captioned “Federal Income Tax Considerations” and “ERISA Plans, KeoghPlans and Individual Retirement Accounts”, we have made certain assumptionstherein and expressed certain conditions and qualifications therein, all ofwhich assumptions, conditions and qualifications are incorporated herein byreference.  With respect to all questionsof fact on which our opinion is based, we have assumed the initial andcontinuing truth, accuracy and completeness of: (i) the information set forth in the Form 10-K and in the documents incorporatedtherein by reference; and (ii) representations made to us by officers of theCompany or contained in the Form 10-K and in the documents incorporated thereinby reference, in each such instance without regard to qualifications such as “tothe best knowledge of” or “in the belief of”.  We have not independently verified suchinformation.

We have relied upon, butnot independently verified, the foregoing assumptions.  If any of the foregoing assumptions areinaccurate or incomplete for any reason, or if the transactions described inthe Form 10-K or the documents incorporated therein by reference have beenconsummated in a manner that is inconsistent with the manner contemplatedtherein, our opinion as expressed below may be adversely affected and may notbe relied upon.

Based upon and subject tothe foregoing, we are of the opinion that the discussions with respect to TaxLaws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-Kcaptioned “Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans andIndividual Retirement Accounts” in all material respects are accurate andfairly summarize the Tax Laws issues and the ERISA Laws issues addressedtherein, and hereby confirm that the opinions of counsel referred to in saidsections represent our opinions on the subject matter thereof.

Our opinion above islimited to the matters specifically covered hereby, and we have not been askedto address, nor have we addressed, any other matters or any othertransactions.  Further, we disclaim anyundertaking 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 isintended solely for the benefit and use of the Company, and is not to be used,released, quoted, or relied upon by anyone else for any purpose (other than asrequired by law) without our prior written consent.  We hereby consent to the filing of a copy ofthis opinion as an exhibit to the Form 10-K, which is incorporated by referencein the Company’s Registration Statement on Form S-3 (File No. 333-137073) underthe Securities Act of 1933, as amended (the “Act”), and to the references toour firm in the Form 10-K and such Registration Statement.  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 the SECpromulgated thereunder.
|        | Very truly  yours,                |
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|   | /s/ Sullivan  & Worcester LLP |   |
|   | SULLIVAN &  WORCESTER LLP     |

 

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