**Exhibit 8.1**

 
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|   | February 28, 2008 |
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Hospitality Properties Trust400 Centre StreetNewton, Massachusetts  02458

 

Ladiesand Gentlemen:

 

Thefollowing opinion is furnished to Hospitality Properties Trust, a Maryland realestate investment trust (the “Company”), to be filed with the Securities andExchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s AnnualReport on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”)under the Securities Exchange Act of 1934, as amended.

 

Wehave acted as counsel for the Company in connection with the preparation of theForm 10-K, and we have reviewed originals or copies of such corporaterecords, such certificates and statements of officers and accountants of theCompany and of public officials, and such other documents as we have consideredrelevant and necessary in order to furnish the opinion hereinafter setforth.  In doing so, we have assumed the genuineness of all signatures,the legal capacity of natural persons, the authenticity of all documentssubmitted to us as originals, the conformity to original documents of alldocuments submitted to us as copies, and the authenticity of the originals ofsuch documents.  Specifically, andwithout limiting the generality of the foregoing, we have reviewed:  (i) theamended and restated declaration of trust and the amended and restated by-lawsof the Company, each as amended to date, and in the case of the declaration oftrust, as supplemented; and (ii) the sections of Item 1 of the Form 10-Kcaptioned “Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans andIndividual Retirement Accounts”.

 

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Theopinion set forth below is based upon the Internal Revenue Code of 1986, asamended, the Treasury Regulations issued thereunder, published administrativeinterpretations thereof, and judicial decisions with respect thereto, all as ofthe date hereof (collectively, “Tax Laws”), and upon the Employee RetirementIncome Security Act of 1974, as amended, the Department of Labor regulationsissued thereunder, published administrative interpretations thereof, andjudicial decisions with respect thereto, all as of the date hereof(collectively, “ERISA Laws”).  Noassurance can be given that Tax Laws or ERISA Laws will not change.  In preparing the discussions with respect toTax Laws 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”, we have made certain assumptions therein and expressedcertain conditions and qualifications therein, all of which assumptions,conditions and qualifications are 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 and in the documentsincorporated therein by reference, in each such instance without regard toqualifications such as “to the best knowledge of” or “in the belief of”.  We have not independently verified suchinformation.

 

Wehave relied upon, but not independently verified, the foregoingassumptions.  If any of the foregoingassumptions are inaccurate or incomplete for any reason, or if the transactionsdescribed in the Form 10-K or the documents incorporated therein byreference have been consummated in a manner that is inconsistent with themanner contemplated therein, our opinion as expressed below may be adverselyaffected and may not be relied upon.

 

Basedupon and subject to the foregoing, we are of the opinion that the discussionswith respect to Tax Laws matters and ERISA Laws matters in the sections of Item1 of the Form 10-K captioned “Federal Income Tax Considerations” and “ERISAPlans, Keogh Plans and Individual Retirement Accounts” in all material respectsare accurate and fairly summarize the Tax Laws issues and the ERISA Laws issuesaddressed therein, and hereby confirm that the opinions of counsel referred toin said sections represent our opinions on the subject matter thereof.

 

Ouropinion above is limited to the matters specifically covered hereby, and wehave not been asked to address, nor have we addressed, any other matters or anyother 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.

 

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Thisopinion is intended solely for the benefit and use of the Company, and is notto 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 ofthis opinion as an exhibit to the Form 10-K, which is incorporated byreference 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 RegistrationStatement.  In giving such consent, we donot thereby admit that we come within the category of persons whose consent isrequired under Section 7 of the Act or under the rules andregulations of the SEC promulgated thereunder.

 

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

 

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