Exhibit 8.1    February 24,
  2010  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, 2009 (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
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  BOSTON   NEW YORK   WASHINGTON, DC


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
exhibits thereto; and (ii) representations made to us by officers of the
Company or contained in the Form 10-K and in the exhibits thereto, 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 exhibits thereto 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 Statement on Form S-3 (File No. 333-161594)
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 Statement.  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