Exhibit 8.1  Sullivan & Worcester LLP
  
  T 617 338 2800One Post Office Square
  
  F 617 338 2880Boston, MA 02109
  
  www.sandw.com
  March 2, 2009  Hospitality
Properties Trust
400 Centre Street
Newton, Massachusetts  02458  Ladies and Gentlemen:  The following opinion is furnished to Hospitality
Properties Trust, a Maryland real estate investment trust (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 the year ended December 31,
2008 (the Form 10-K) under the Securities Exchange Act of 1934, as
amended.  We have acted as counsel for the Company in connection
with the preparation of the Form 10-K, and we have reviewed originals or
copies of such corporate records, such certificates and statements of officers
and accountants of the Company and of public officials, and such other
documents as we have considered relevant and necessary in order to furnish the
opinion hereinafter set forth.  In doing so, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the authenticity
of the originals of such documents. 
Specifically, and without limiting the generality of the foregoing, we
have reviewed:  (i) the amended and restated declaration of trust and
the amended and restated by-laws of the Company, 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 Federal Income Tax
Considerations and ERISA Plans, Keogh Plans and Individual Retirement
Accounts.  The opinion set forth below is based upon the Internal
Revenue Code of 1986, as amended, the Treasury Regulations issued thereunder,
published administrative interpretations thereof, and judicial decisions with
respect thereto, all as of the date hereof (collectively, Tax Laws), and upon
the Employee Retirement Income Security Act of 1974, as amended, the Department
of Labor regulations issued thereunder, published administrative
interpretations thereof, and judicial decisions with respect thereto, all as of
the date hereof (collectively, ERISA Laws). 
No assurance can be given that Tax Laws or ERISA Laws will not
change.  In preparing the discussions
with respect to Tax Laws matters and ERISA Laws matters in the sections of Item
1 of the Form 10-K captioned Federal Income Tax Considerations and ERISA
Plans, Keogh Plans and Individual Retirement Accounts, we have made certain
assumptions therein and expressed certain conditions and qualifications
therein, all of which assumptions, conditions and qualifications are
incorporated herein by reference.  With
respect to


all questions of fact on which our opinion is based,
we have assumed the initial and continuing truth, accuracy and completeness
of:  (i) the information set forth
in the Form 10-K and in the documents incorporated therein by reference;
and (ii) representations made to us by officers of the Company or
contained in the Form 10-K and in the documents incorporated therein by
reference, in each such instance without regard to qualifications such as to
the best knowledge of or in the belief of. 
We have not independently verified such information.  We have relied upon, but not independently verified,
the foregoing assumptions.  If any of the
foregoing assumptions are inaccurate or 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 a manner that is inconsistent
with the manner contemplated therein, our opinion as expressed below may be
adversely affected and may not be relied upon.  Based upon and subject to the foregoing, we are of the
opinion that the discussions with respect to Tax Laws matters and ERISA Laws
matters in the sections of Item 1 of the Form 10-K captioned Federal
Income Tax Considerations and ERISA Plans, Keogh Plans and Individual
Retirement Accounts in all material respects are accurate and fairly summarize
the Tax Laws issues and the ERISA Laws issues addressed therein, and hereby
confirm that the opinions of counsel referred to in said sections represent our
opinions on the subject matter thereof.  Our opinion above is limited to the matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other matters or any other transactions.  Further, we disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in Tax Laws or ERISA Laws.  This opinion is intended 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 as required by law) without our prior
written consent.  We hereby consent to
the filing of a copy of this opinion as an exhibit to the Form 10-K, which
is incorporated by reference in the Companys Registration Statements on Form S-3
(File Nos. 333-137073 and 333-141914) under the Securities Act of 1933, as
amended (the Act), and to the references to our firm in the Form 10-K
and such Registration Statements.  In
giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or under
the rules and regulations of the SEC promulgated thereunder.  Very truly yours,/s/ Sullivan & Worcester LLPSULLIVAN & WORCESTER LLP  2