<PAGE>   1
                                                                     Exhibit 8.1


                          [SIDLEY & AUSTIN LETTERHEAD]


   
                                 January 14, 1998
    

Starwood Hotels & Resorts Trust
2231 E. Camelback Road
Suite 410
Phoenix, Arizona 85016

Starwood Hotels & Resorts Worldwide, Inc.
2231 E. Camelback Road
Suite 400
Phoenix, Arizona 85016

            Re:  Starwood Hotels & Resorts Trust
                 Starwood Hotels & Resorts Worldwide, Inc.
                 Registration Statement on Form S-4
                 File Nos. 333-39409 and 333-39409-1
                 -----------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to Starwood Hotels & Resorts Trust, a
Maryland real estate investment trust (the "Trust"), and Starwood Hotels &
Resorts Worldwide, Inc., a Maryland corporation (the "Corporation" and, together
with the Trust, the "Starwood Lodging"), in connection with 
<PAGE>   2
SIDLEY & AUSTIN                                                      LOS ANGELES

   
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
January 14, 1998
Page 2
    


the preparation of the Registration Statement on Form S-4 of Starwood Lodging,
as initially filed with the Securities and Exchange Commission (the
"Commission") on November 4, 1997 (as thereafter amended from time to time and
together with all exhibits thereto, the "Registration Statement"). This opinion
is being furnished in accordance with the requirements of Item 21(a) of Form S-4
and Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act"). Capitalized terms used but not otherwise defined herein 
have the respective meanings set forth in the Registration Statement.

<PAGE>   3
SIDLEY & AUSTIN                                                      LOS ANGELES

   
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
January 14, 1998
Page 3
    


   
              Our opinion is based upon an examination of the Registration
Statement, and such other documents as we have deemed necessary or appropriate
as a basis therefor. In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, or photostatic copies,
and the authenticity of the originals of such copies. As to any facts material
to this opinion that we did not independently establish or verify, we have
relied upon the detailed statements and representations of Starwood Lodging set
forth in its letters to us dated the date of this opinion, which letters are
attached hereto and incorporated by reference herein. Our opinion is premised on
the accuracy of such statements and representations. We have also
assumed that the Merger and the other transactions specified in the Merger
Agreement to be effected on or prior to the Closing Date will be consummated as
contemplated in the Registration Statement.
    




          I.  ANALYSIS AND DISCUSSION

              1.   In General

              The analysis and discussion set forth in the summary contained in
the Registration Statement under the caption "Federal Income Tax Consequences"
is hereby incorporated by reference as though set forth herein in its entirety.

              2.   Section 269B of the Code

              Section 269B(a)(3) of the Code provides that, for purposes of
determining whether any stapled entity is a REIT, all entities which are stapled
entities with respect to each
<PAGE>   4
SIDLEY & AUSTIN                                                      LOS ANGELES

   
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
January 14, 1998
Page 4
    


other shall be treated as one entity. Section 269B(c) of the Code defines the
term "stapled entities" to mean any group of two or more entities if more than
50 percent in value of the beneficial ownership in each of such entities
consists of interests where, by reason of form of ownership, restrictions on
transfer, or other terms or conditions, the transfer of one of such interests
causes or requires the transfer of the other of such interests.

              The Trust and the Corporation are "stapled entities" within the
meaning of Section 269B(c) of the Code. Therefore, if Section 269B(a)(3) were to
apply to the Trust and the Corporation, they would be treated as one entity for
purposes of determining whether the Trust is a REIT. In such case, the Trust
would not satisfy either the 75 percent or the 95 percent gross income tests
provided in Sections 856(c)(2) and (3) of the Code and the Trust would not
qualify as a REIT.

              Section 136(c)(3) of the Deficit Reduction Act of 1984, P.L. 
98-369 (the "1984 Tax Act"), however, provides that Section 269B(a)(3) of the
Code shall not apply in determining the application of Sections 856 through 859
of the Code to any REIT which is part of a group of stapled entities if:

              (A) all members of such group were stapled entities as of June 30,
              1983, and

              (B) as of June 30, 1983, such group included one or more REITs.

No regulations, rulings or cases have been issued or decided interpreting 
Section 136(c)(3) of the 1984 Tax Act.

              Section 269B(a)(3) of the Code does not apply to the Trust because
the Trust and the Corporation were stapled entities on June 30, 1983 and the
Trust was a REIT on such date. Section 136(c)(3) of the 1984 Tax Act does not,
by its terms, require the Trust to have been a REIT at all times after June 30,
1983 in order for Section 269B(a)(3) of the Code not to apply. Therefore, the
termination of the Trust's status as a REIT for the taxable years ended December
31, 1991 through 1994 did not result in Section 269B(a)(3) of the Code applying
to the Trust for the taxable year ending December 31, 1995, nor will it result
in Section 269B(a)(3) of the Code applying to the Trust for future taxable
years. Because there are no judicial or administrative authorities interpreting
Section 136(c)(3) of the 1984 Tax Act, this conclusion is based solely on the
literal language of this provision.
<PAGE>   5
SIDLEY & AUSTIN                                                      LOS ANGELES

   
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
January 14, 1998
Page 5
    



          II. OPINION

   
              In rendering our opinion, we have considered the applicable
provisions of the Code, Regulations, judicial decisions, administrative rulings
and other applicable authorities, in each case as in effect on the date hereof.
The statutory provisions, regulations, decisions, rulings and other authorities
on which this opinion is based are subject to change, and such changes could
apply retroactively. Opinions of counsel are not binding on the IRS or on any
court. Accordingly, no assurance can be given that the IRS will not challenge
the propriety of one or more of the opinions set forth in the following
paragraphs or that such a challenge would not be successful.
    

              Based upon and subject to the foregoing, we are of the opinion 
that:

              1. The discussion set forth in the section of the Registration
         Statement entitled "Federal Income Tax Consequences" constitutes, in
         all material respects, a fair and accurate summary of the Federal
         income tax consequences that are likely to be material to Starwood
         Lodging and to its shareholders and stockholders and constitutes the
         opinion of Sidley & Austin to the extent so stated in such section.

              2. Commencing with its taxable year ended December 31, 1995, the
         Trust was organized and operated in conformity with the requirements
         for qualification as a REIT pursuant to Sections 856 through 860 of the
         Code and the Regulations, and Starwood Lodging's proposed method of
         operation will enable the Trust to continue to meet the requirements
         for qualification and taxation as a REIT under the Code and the
         Regulations for its taxable year ending December 31, 1998 and for 
         future taxable years.

              3. Section 269B(a)(3) of the Code has not applied and will
         continue not to apply to the Trust and the Corporation.

              4. The separate corporate identities of the Trust and the
         Corporation will be respected.

              5. The Leases will be treated as true leases for Federal income
         tax purposes.

              6. Except to the extent such rent is attributable to personal
         property, the rent payable under the Leases will be treated as "rents
         from real property" for purposes of Sections 856(c)(2) and (3) of the
         Code.

   
              7. Based on examples contained in Section 1.701-2(b) of the
         Regulations, the structure of Starwood Lodging is not inconsistent with
         the intent of Subchapter K of the Code and the IRS will not be able to
         invoke Section 1.701-2(b) of the Regulations to recast the structure of
         the Starwood Lodging for Federal income tax purposes.
    
<PAGE>   6
SIDLEY & AUSTIN                                                      LOS ANGELES

   
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
January 14, 1998
Page 6
    


              Other than as expressly stated above, we express no opinion on any
issue relating to Starwood Lodging or to any investment therein or under any
other law. We are furnishing this opinion to you for Starwood Lodging's benefit
in connection with the filing of the Registration Statement with the Commission
and this opinion is not to be used, circulated, quoted, or otherwise referred to
for any other purpose without our written permission. This opinion is expressed
as of the date hereof, and we disclaim any undertaking to advise you of any
subsequent changes of the matters stated, represented, or assumed herein or any
subsequent changes in applicable law, regulations or interpretations thereof.

              We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to Sidley & Austin therein under the
caption "Legal Matters." In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Commission promulgated thereunder.


                                       Very truly yours,



                                       Sidley & Austin
<PAGE>   7
                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
                             2231 E. CAMELBACK ROAD
                                    SUITE 400
                             PHOENIX, ARIZONA 85016




   
                                January 14, 1998
    


Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013

                  Re:      Tax Opinion

Ladies and Gentlemen:

                  In connection with the opinion letter (the "Opinion Letter")
to be provided by Sidley & Austin in connection with the preparation of the
Registration Statement on Form S-4 of Starwood Lodging, as initially filed with
the Securities and Exchange Commission on November 4, 1997 (as thereafter
amended from time to time and together with all exhibits thereto, the
"Registration Statement") and recognizing that Sidley & Austin will rely on this
letter in providing the Opinion Letter, the undersigned, an officer of Starwood
Hotels & Resorts Worldwide, Inc. (the "Corporation"), duly appointed by the
Board of Directors of the Corporation and acting as such, hereby certifies the
following, to the best knowledge of the Corporation, as of the date hereof.
Insofar as such certification pertains to any person other than the Corporation,
such certification is only as to the knowledge of the undersigned without
specific inquiry. Capitalized terms used but not defined herein have the meaning
provided in the Registration Statement. References to the Trust and the
Corporation include their respective subsidiaries.

                  1. Each of the following documents has been (or will be) duly
         authorized, executed, and delivered, and has not been amended or
         further amended after the noted date:

                           a. The Articles of Incorporation of the Corporation
                  as amended and restated as of February 1, 1995, and as amended
                  as of January 2, 1998;

                           b. The Certificate of Limited Partnership of the
                  Operating Partnership dated as of December 13, 1994, as
                  corrected as of December 20,
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Sidley & Austin
January 14, 1998
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                  1994, as amended as of March 30, 1995, as amended and restated
                  as of July 5, 1995, and as further amended as of November 14,
                  1997;

                           c. The Second Amended and Restated Limited
                  Partnership Agreement of the Operating Partnership dated as of
                  November 14, 1997, and as amended as of January 1, 1998 (the
                  "Operating Agreement");

   
                           d. The organizational documents and the limited
                  partnership agreement or limited liability company agreement,
                  as the case may be, for each of the limited partnerships and
                  limited liability companies in which the Corporation owns a
                  direct or indirect interest (the "Operating Subsidiary
                  Entities"), as amended to the date hereof;
    

                           e. The Transaction Agreement;

                           f. The Merger Agreement; and

                           g. Any other documents we have furnished you in
                  connection with your issuance of your opinion.

                  2. During its taxable years ended December 31, 1995, 1996 and
         1997 and during each of its taxable years ending after December 31,
         1997, each of the Corporation, the Operating Partnership and the
         Operating Subsidiary Entities has operated and will operate in such a
         manner that will make each representation set forth below true for such
         years or for the period set forth in such representation.

                  3. The Corporation will not make any amendments to its
         organizational documents after the date hereof that would affect the
         Trust's qualification as a real estate investment trust as defined in
         Section 856(a) of the Internal Revenue Code of 1986, as amended (the
         "Code").

                  4. Each partner of the Operating Partnership and of an
         Operating Subsidiary Entity that is a partnership and each member of an
         Operating Subsidiary Entity that is a limited liability company that is
         a corporation or other entity has a valid legal existence.
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Sidley & Austin
January 14, 1998
Page 3
    


                  5. Each partner and each member, as the case may be, has full
         power, authority, and legal right to enter into and perform the terms
         of the Operating Agreement or the partnership or limited liability
         company agreements of the Operating Subsidiary Entities, as the case
         may be, and the transactions contemplated thereby.

                  6. No actions will be taken by the Corporation, the Operating
         Partnership, or any Operating Subsidiary Entity or the partners or the
         members of any of them, that would have the effect of altering the
         facts upon which your opinion is based.

                  7. The Paired Shares were paired prior to June 30, 1983, and
         at all times thereafter.

                  8. Not all of the trustees of the Trust are also directors of
         the Corporation, and some of the directors of the Corporation are not
         trustees of the Trust. No individual serves as an officer of both the
         Trust and the Corporation concurrently.

                  9. The Corporation, the Operating Partnership, each Operating
         Subsidiary Entity, Atlanta and St. John each maintain separate books
         and records.

                  10. The Trust, the Realty Partnership, the Realty Subsidiary
         Entities and the Subsidiary REITs do not and will not furnish or render
         any services to the Corporation, the Operating Partnership, any of the
         Operating Subsidiary Entities, Atlanta or St. John.

                  11. At all times, material transactions among the Trust, the
         Corporation, the Realty Partnership, the Realty Subsidiary Entities,
         the Subsidiary REITs, the Operating Partnership, the Operating
         Subsidiary Entities, Atlanta or St. John, or any of them, have been and
         will be negotiated and structured with the intention of achieving an
         arm's-length result.

                  12. The Operating Partnership and the Operating Subsidiary
         Entities are each bona fide and each transaction or series of related
         transactions will be entered into for a substantial business purpose.

                  13. The payment of cash in lieu of fractional Paired Shares
         was not separately bargained for consideration and will be made solely
         for the purpose of saving the Trust and the Corporation the expense and
         inconvenience of issuing fractional Paired Shares.
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Sidley & Austin
January 14, 1998
Page 4
    


                  14. The fair market value of the real estate assets of ITT
         Corporation exceeds four billion dollars ($4,000,000,000).

                  15. As of the date hereof, the fair market value of the
         Corporation Shares and the fair market value of the Trust Shares
         relative to the total fair market value of the Paired Shares is 30% and
         70%, respectively.

                  16. The 0.25% per annum fee to be received by the Trust for
         its guarantee of the third party indebtedness to be incurred by the
         Corporation in connection with the Merger is reasonable as to each of
         the Trust and the Corporation.

                  17. As of the date hereof, the Corporation could arrange debt
         financing for the acquisition of ITT without the credit support 
         provided by a guaranty by the Trust.

                  18. The Merger will be consummated in compliance with the
         material terms of the Merger Agreement, and none of the material terms
         and conditions therein have been waived or modified.

                  19. Where the foregoing representations involve matters of
         law, you have explained to us the relevant and material legal authority
         to which such representations relate.

         The undersigned fully understands that Sidley & Austin will be relying
on the accuracy and completeness of the statements made in this letter in
rendering the opinions contained in the Opinion Letter, and the undersigned has
examined such records and other documents and made such inquiries and
investigation as the undersigned deemed necessary to obtain sufficient actual
knowledge to support the representations made herein.

                                        Very truly yours,

                                        STARWOOD HOTELS & RESORTS
                                        WORLDWIDE, INC.


   
                                        By: /s/ Alan M. Schnaid
                                           --------------------------
                                           Name:  Alan M. Schnaid
                                           Title: Vice President and
                                                  Corporate Controller
    


<PAGE>   11
                         STARWOOD HOTELS & RESORTS TRUST
                             2231 E. CAMELBACK ROAD
                                    SUITE 410
                             PHOENIX, ARIZONA 85016




   
                                January 14, 1998
    


Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013

                  Re:      Tax Opinion

Ladies and Gentlemen:

   
                  In connection with the opinion letter (the "Opinion Letter")
to be provided by Sidley & Austin in connection with the preparation of the
Registration Statement on Form S-4 of Starwood Lodging, as initially filed with
the Securities and Exchange Commission on November 4, 1997 (as thereafter
amended from time to time and together with all exhibits thereto, the
"Registration Statement") and recognizing that Sidley & Austin will rely on this
letter in providing the Opinion Letter, the undersigned, an officer of Starwood
Hotels & Resorts Trust (the "Trust"), duly appointed by the Board of Trustees of
the Trust and acting as such, hereby certifies the following, to the best
knowledge of the Trust, as of the date hereof. Insofar as such certification
pertains to any person other than the Trust, such certification is only as to
the knowledge of the undersigned without specific inquiry. Capitalized terms
used but not defined herein have the meaning provided in the Registration
Statement. References to the Trust and the Corporation include their respective
subsidiaries.
    

                  1. Each of the following documents has been (or will be) duly
         authorized, executed, and delivered, and has not been amended or
         further amended after the noted date:

                           a. The Trust's Declaration of Trust dated August 25,
                  1969, as amended and restated as of June 6, 1988, as further
                  amended as of February 1, 1995, and as further amended as of
                  January 2, 1998;

                           b. The letter ruling issued by the Internal Revenue
                  Service (the "IRS") to the Trust dated January 4, 1980;
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Sidley & Austin
January 14, 1998
Page 2
    


                           c. The letter from the IRS to the Trust dated August
                  15, 1994, concerning the termination of the Trust's election
                  to be taxed as a REIT (the "IRS Letter");

                           d. The Certificate of Limited Partnership of the
                  Realty Partnership dated December 9, 1994, as corrected as of
                  December 20, 1994, as amended as of March 30, 1995, and as
                  amended and restated as of July 5, 1995;

                           e. The Second Amended and Restated Limited
                  Partnership Agreement of the Realty Partnership dated as of
                  November 14, 1997, as amended as of January 1, 1998 (the
                  "Realty Agreement");

                           f. The Formation Agreement dated as of November 11,
                  1994, among the Trust, the Corporation, Starwood Capital
                  Group, L.P., Berl Holdings, L.P., Starwood Apollo Hotel
                  Partners I, L.P., Starwood Apollo Hotel Partners VIII, L.P.,
                  Starwood Apollo Hotel Partners IX, L.P., and Starwood Nomura
                  Hotel Investors, L.P. as amended to the date hereof, and the
                  exhibits and schedules attached thereto;

                           g. The organizational documents and the limited
                  partnership agreement or limited liability company agreement,
                  as the case may be, for each of the limited partnerships and
                  limited liability companies in which the Trust owns a direct
                  or indirect interest (the "Realty Subsidiary Entities"), as
                  amended to the date hereof;

                           h. The Transaction Agreement;

                           i. The Merger Agreement; and

                           j. Any other documents we have furnished you in
                  connection with your issuance of your opinion.

                  2. During its taxable year ended December 31, 1995 and during
         each of its taxable years ending after December 31, 1995, each of the
         Trust, the Realty Partnership and the Realty Subsidiary Entities has
         operated and will operate in such a manner that will make each
         representation set forth below true for such years or for the period
         set forth in such representation.
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January 14, 1998
Page 3
    


                  3. The Trust will not make any amendments to its
         organizational documents after the date hereof that would affect the
         Trust's qualification as a real estate investment trust as defined in
         Section 856(a) of the Internal Revenue Code of 1986, as amended (the
         "Code").

                  4. Each partner of the Realty Partnership, and each partner or
         member of the Realty Subsidiary Entities that is a corporation or other
         entity has a valid legal existence.

                  5. Each partner and each member of the Realty Partnership and
         the Realty Subsidiary Entities has full power, authority, and legal
         right to enter into and perform the terms of the Realty Agreement or
         the partnership or limited liability company agreements, as the case
         may be, of each Realty Subsidiary Entity, and the transactions
         contemplated thereby.

                  6. No actions will be taken by the Trust, any Realty
         Subsidiary Entity or the partners or the members of any of them, that
         would have the effect of altering the facts upon which your opinion is
         based.

                  7. The Trust has filed amended federal income tax returns for
         its taxable years ended December 31, 1991 and 1992 reflecting that it
         did not qualify as a real estate investment trust (a "REIT") and was
         taxable as a C corporation. The Trust has filed its federal income tax
         returns for its taxable years ended December 31, 1993 and 1994
         reflecting that it did not qualify as a REIT and was taxable as a C
         corporation.

                  8. At all times on or after January 1, 1995, the Trust was and
         will be managed by the Board of Trustees and, except for immaterial
         amounts, the paired shares of the Trust and the Corporation (the
         "Paired Shares") were and will be transferable. At all times after the
         Closing Date, each Subsidiary REIT will be managed by its board of
         directors and we will not agree to any changes to the certificate of
         incorporation, by-laws or other relevant documents that would result in
         the stock of each Subsidiary REIT not being transferable.

                  9. The Trust timely elected to be a REIT for its taxable year
         ending December 31, 1995, computed its taxable income as a REIT on its
         federal income tax return for that taxable year, and filed IRS Form
         1120-REIT with a copy of the IRS Letter attached thereto properly and
         timely electing REIT status and has not terminated or revoked such
         election. The Subsidiary REITs will timely file IRS Forms 1120-REIT for
         their taxable years ending December 31, 1998, will timely elect to be
         taxed as REITs for such year and will not terminate or revoke such
         elections.
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Sidley & Austin
January 14, 1998
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                  10. The Trust has timely filed its income tax return for its
         taxable year ended December 31, 1996, and will timely file its income
         tax returns for subsequent taxable years reflecting that it has
         qualified as a REIT and will not terminate or revoke its election to be
         taxed as a REIT.

                  11. The Trust, as of December 31, 1994, did not have any
         accumulated earnings and profits. As of December 31, 1998, the Trust
         will not have any earnings and profits accumulated in any year in which
         the Trust, or any corporation to whose earnings and profits the Trust
         succeeded by operation of Section 381 of the Code, was not a REIT.

   
                  12. The Trust timely made an election pursuant to IRS
         Notice 88-19, 1988-2 C.B. 486, to apply rules similar to those of
         Section 1374 of the Code for its taxable year ended December 31, 1995
         and the Trust and the Subsidiary REITs will each make such an election
         for their taxable years ending December 31, 1998.
    

                  13. The Paired Shares were paired prior to June 30, 1983, and
         at all times thereafter.

                  14. The following requirements are now and will continue to be
         met by any person which provides services with respect of or to any
         tenant of a property in which the Realty Partnership, the Realty
         Subsidiary Entities and, commencing with the taxable year ending
         December 31, 1998, the Subsidiary REITs, own an interest (the
         "Properties"):

                           a. Such person does not and will not own, directly or
                  indirectly (within the meaning of Section 856(d)(5) of the
                  Code), more than 35 percent of the shares of beneficial
                  interest of the Trust (the "Trust Shares") or the stock of any
                  Subsidiary REIT;

                           b. If such person is a corporation, not more than 35
                  percent of its stock, measured by voting power or number of
                  shares, or, if such person is a non corporate entity, not more
                  than a 35 percent interest in its assets or net profits is or
                  will be owned, directly or indirectly (within the meaning of
                  Section 856(d)(5) of the Code), by one or more persons who own
                  35 percent or more of the Trust Shares or the stock of any
                  Subsidiary REIT;

                           c. None of the Trust, any Realty Subsidiary Entity or
                  any Subsidiary REIT presently derives or receives, or will
                  derive or receive, any income from such person;
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Sidley & Austin
January 14, 1998
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                           d. Such person was, is and will be adequately
                  compensated for its services; and

                           e. If such person is an individual, he or she is not
                  and will not be an officer of the Trust, any Realty Subsidiary
                  Entity or any Subsidiary REIT.

                  15. Beneficial ownership of the Trust was held by 100 or more
         persons for at least 335 days of each of the taxable years ended
         December 31, 1995, 1996 and 1997 and will be held by 100 or more
         persons for at least 335 days of each taxable year ending after
         December 31, 1997. Beneficial ownership of each Subsidiary REIT will be
         held by 100 or more persons for at least 335 days of each taxable year
         ending on or after December 31, 1999.

                  16. At no time during the last half of the Trust's taxable
         years ended December 31, 1995, 1996 and 1997 and at no time during the
         last half of each of the Trust's taxable years ending after December
         31, 1997, were or will more than 50 percent in value of the Trust
         Shares be owned, directly or indirectly (within the meaning of Section
         544 of the Code, as modified by Section 856(h)(1)(B) of the Code), by
         or for the benefit of five or fewer individuals. At no time during the
         last half of each Subsidiary REITs' taxable years ending on or after
         December 31, 1999, were or will more than 50 percent in value of the
         stock of any Subsidiary REIT be owned, directly or indirectly (within
         the meaning of Section 544 of the Code, as modified by Section
         856(h)(1)(B) of the Code), by or for the benefit of five or fewer
         individuals.

                  17. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997 and during each of the Trust's taxable years ending after
         December 31, 1997, at least 95 percent of the gross income of the Trust
         and each Subsidiary REIT, determined after application of Treas. Reg.
         Section 1.856-3(g), excluding gross income from the sale of property
         held as inventory or held primarily for sale to customers in the
         ordinary course of the trade or business of the Trust, each Realty
         Subsidiary Entity and each Subsidiary REIT, as the case may be
         ("Prohibited Income"), was and will be derived from:

                           a.       Dividends;

                           b.       Interest;

                           c.       Rents from real property;
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January 14, 1998
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                           d. Gain from the sale or other disposition of stock,
                  securities, and real property (including interests in real
                  property and interests in mortgages on real property) that is
                  not Prohibited Income;

                           e. Abatements and refunds of taxes on real property;

                           f. Income and gain derived from foreclosure property
                  as defined in Section 856(e) of the Code ("Foreclosure
                  Property");

                           g. Amounts (other than amounts the determination of
                  which depends in whole or in part on the income or profits of
                  any person) received or accrued as consideration for entering
                  into agreements (i) to make loans secured by mortgages on real
                  property or on interests in real property or (ii) to purchase
                  or lease real property (including interests in real property
                  and interests in mortgages on real property);

                           h. Gain from the sale or other disposition of real
                  estate assets (including regular and residual interests in
                  real estate mortgage investment conduits ("REMICs")) that is
                  not Prohibited Income;

                           i. Payments under bona fide interest rate swap or cap
                  agreements entered into by any of the Trust or any Realty
                  Subsidiary Entity to hedge variable rate indebtedness that it
                  incurred to acquire or carry real estate assets (including
                  regular and residual interests in REMICs, to the extent
                  provided in Section 856(c)(6)(E) of the Code) ("Qualified
                  Hedging Contracts")(1); and

                           j. Gain from the sale or other disposition of
                  Qualified Hedging Contracts.

                  18. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997 and during each of the Trust's taxable years ending after
         December 31, 1997, and during each Subsidiary REIT's taxable years
         ending on or after December 31, 1998, at least 75 percent of the gross
         income of the Trust and each Subsidiary REIT, determined after

------------------

(1) For taxable years ending after December 31, 1997, Qualified Hedging
Contracts will include any interest rate swap or cap agreement, option, futures
contract, forward rate agreement, or any similar financial instrument, entered
into in a transaction to reduce the interest rate risks with respect to any
indebtedness incurred or to be incurred to acquire or carry real estate assets.
<PAGE>   17
   
Sidley & Austin
January 14, 1998
Page 7
    


         application of Treas. Reg. Section 1.856-3(g) (excluding Prohibited
         Income) was and will be derived from:

                           a. Rents from real property (excluding any interest
                  accrued on such rents);

                           b. Interest on obligations secured by mortgages on
                  real property or on interests in real property (including
                  interests on regular or residual interests in REMICs, to the
                  extent provided in Section 856(c)(6)(E) of the Code);

                           c. Gain from the sale or other disposition of real
                  property (including interests in real property and interests
                  in mortgages on real property) that was not Prohibited Income;

                           d. Dividends or other distributions on, and gain
                  (other than Prohibited Income) from the sale or other
                  disposition of, transferable shares in other REITs;

                           e. Abatements and refunds of taxes on real property;

                           f. Income and gain (other than Prohibited Income)
                  derived from Foreclosure Property;

                           g. Amounts (other than amounts the determination of
                  which depends in whole or in part on the income or profits of
                  any person) received or accrued as consideration for entering
                  into agreements (i) to make loans secured by mortgages on real
                  property or on interests in real property or (ii) to purchase
                  or lease real property (including interests in real property
                  and interests in mortgages on real property);

                           h. Gain (other than Prohibited Income) from the sale
                  or other disposition of real estate assets (including regular
                  and residual interests in REMICs, to the extent provided in
                  Section 856(c)(6)(E) of the Code); and

                           i. Income that is (i) attributable to stock or a debt
                  instrument, (ii) attributable to the temporary investment of
                  amounts received in exchange for Trust Shares (other than
                  Trust Shares issued pursuant to a dividend reinvestment plan)
                  or in a public offering of debt obligations of the Trust which
                  have maturities of at least five years, and (iii) received or
                  accrued during the one-year period beginning on the date on
                  which the Trust received such amounts.
<PAGE>   18
Sidley & Austin
   
January 14, 1998
    
Page 8


                  19. The leases entered into by the Trust, the Realty
         Partnership, the Realty Subsidiary Entities and the Subsidiary REITs to
         the Corporation, the Operating Partnership, the limited partnerships or
         limited liability companies owned in whole or in part by the Operating
         Partnership (the "Operating Subsidiary Entities") and others (the
         "Leases") provide that rent is the greater of a fixed amount or a
         percentage amount that is either fixed or based on a percentage of
         receipts or sales derived with respect to the property (the "Percentage
         Rent"). The percentages used to compute the Percentage Rent (i) will
         not be renegotiated during the term of the Leases in a manner that has
         the effect of basing the Percentage Rent on income or profits of any
         person and (ii) will conform with normal business practices.

                  20. The parties to each Lease intend for their relationship to
         be that of lessor and lessee, or sublessor and sublessee, as the case
         may be, and each current relationship is and each future relationship
         shall be documented by a lease agreement; the lessees or sublessees, as
         the case may be, have and shall have the right to exclusive possession
         and use and quiet enjoyment of the leased premises during the term of
         the Leases; the lessees bear and will bear the cost of, and are or will
         be responsible for, day-to-day maintenance and repair of the leased
         premises, other than the cost of certain capital expenditures, and
         dictate and will dictate how the leased premises are operated and
         maintained; the lessees or sublessees, as the case may be, bear and
         will bear all of the costs and expenses of operating the leased
         premises during the term of the Leases; the term of each Lease is less
         than the economic life of the leased premises and the lessees do not
         have purchase options with respect to the leased premises; the lessees
         or sublessees, as the case may be, are required to pay substantial
         fixed rent during the term of the Leases; and each lessee or sublessee,
         as the case may be, stands to incur substantial losses or reap
         substantial profits depending on how successfully it operates the
         leased premises.

                  21. The Trust has monitored and will monitor the terms of each
         lease entered into or assumed by it, the Realty Partnership, any Realty
         Subsidiary Entity and each Subsidiary REIT to ensure that the amount of
         rent attributable to personal property received or accrued by the
         Realty Partnership, the Realty Subsidiary Entities and each Subsidiary
         REIT does not cause the Trust or any Subsidiary REIT to fail to satisfy
         the gross income tests of Sections 856(c)(2) and (3) of the Code.

                  22. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997 and during each of the Trust's taxable years ending after
         December 31, 1997, the Trust, determined after application of Treas.
         Reg. Section 1.856-3(g), and, for taxable years ending on or after
         December 31, 1998, the Subsidiary REITs, did not and will not receive
         or accrue, directly or indirectly, any rent, interest, contingency
         fees, or other amounts that were
<PAGE>   19
Sidley & Austin
   
January 14, 1998
    
Page 9


         determined in whole or in part with reference to the income or profits
         derived by any person (excluding amounts received (i) as rents that are
         (A) based solely on a percentage or percentages of receipts or sales
         and the percentage or percentages are fixed at the time the leases are
         entered into, are not renegotiated during the term of the leases in a
         manner that has the effect of basing rent on income or profits, and
         conform with normal business practices or (B) attributable to qualified
         rents from subtenants as provided in Section 856(d)(6) of the Code, and
         (ii) as interest that was (A) based solely on a fixed percentage or
         percentages of receipts or sales or (B) attributable to qualified rents
         received or accrued by debtors as provided by Section 856(f)(2) of the
         Code).

                  23. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997 and for each of the Trust's taxable years ending after
         December 31, 1997, the Trust and, for taxable years ending on or after
         December 31, 1998, the Subsidiary REITs did not and will not own,
         directly or indirectly (within the meaning of Section 856(d)(5) of the
         Code), 10 percent or more, by voting power, value or number, of the
         shares of the Corporation or 10 percent or more of the assets or net
         profits of the Operating Partnership or any Operating Subsidiary
         Entity, except that for taxable years ending after December 31, 1997,
         the Trust may own 100 percent of the stock of a subsidiary corporation.
         The Trust and, for taxable years ending on or after December 31, 1998,
         the Subsidiary REITs did not and will not receive or accrue, directly
         or indirectly, any rents from any of the following:

                           a. A corporation of which the Trust or any Subsidiary
                  REIT owns, directly or indirectly (within the meaning of
                  Section 856(d)(5) of the Code), 10 percent or more of the
                  stock, by voting power or number of shares; or

                           b. A non-corporate entity in which the Trust or any
                  Subsidiary REIT owns, directly or indirectly (within the
                  meaning of Section 856(d)(5) of the Code), 10 percent or more
                  of the assets or net profits.

                  24. The Trust currently enforces and will continue to enforce
         the provisions of its Declaration of Trust, the Realty Agreement and
         the partnership or limited liability company agreements, as the case
         may be, of the Realty Subsidiary Entities concerning any and all
         restrictions on ownership of Paired Shares. Each Subsidiary REIT will
         enforce any and all restrictions in its articles of incorporation
         concerning restrictions on ownership of its stock.
<PAGE>   20
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January 14, 1998
    
Page 10


                  25. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997, less than 30 percent of the gross income of the Trust,
         determined after application of Treas. Reg. Section 1.856-3(g), was be
         derived from the sale or other disposition of:

                           a. Stock, Qualified Hedging Contracts, or other
                  securities held for less than one year;

                           b. Property in a transaction that generates
                  Prohibited Income; or

                           c. Real property (including interests in real
                  property, interests in mortgages on real property, regular and
                  residual interests in REMICs, and mortgage pass-through
                  securities) held for less than four years other than (i)
                  property compulsorily or involuntarily converted to another
                  form as a result of its destruction (in whole or in part),
                  seizure, requisition, or condemnation (or the threat or
                  imminence thereof) and (ii) Foreclosure Property.

                  26. At the close of each quarter of a taxable year commencing
         with the quarter ended March 31, 1995, (i) at least 75 percent of the
         value of the total assets of the Trust were and will be represented by
         real estate assets (including interests in mortgages on real property
         and interests in REMICs, to the extent provided in Section 856(c)(6)(E)
         of the Code), cash and cash items (including receivables), and
         government securities (the "75 Percent Test") and (ii) with respect to
         the securities of the Trust not included under the 75 Percent Test, (A)
         not more than five percent of the value of the Trust's total assets did
         and will consist of the securities of any one issuer (excluding the
         Trust's interest in the Realty Partnership, the Realty Subsidiary
         Entities, the Subsidiary REITs or any corporation with respect to which
         the Trust has directly held 100 percent of the stock at all times
         during such corporation's existence) and (B) not more than 10 percent
         of the outstanding voting securities of any one issuer (excluding the
         Trust's interest in the Realty Partnership, the Realty Subsidiary
         Entities, the Subsidiary REITs or any corporation with respect to which
         the Trust has directly held 100 percent of the stock at all times
         during such corporation's existence)(2) will be held by the Trust. At
         the close of each quarter of a taxable year commencing with the quarter
         ended March 31, 1998, (i) at least 75 percent of the value of the total
         assets of each Subsidiary REIT will be represented by real estate
         assets (including interests in mortgages on real property and interests
         in REMICs, to the extent provided in Section 856(c)(6)(E) of the Code),
         cash and cash items (including receivables), and

------------------

(2) For taxable years ending after December 31, 1997, a REIT may own 100% of the
stock of a subsidiary corporation at the close of any quarter.
<PAGE>   21
Sidley & Austin
   
January 14, 1998
    
Page 11


         government securities (the "75 Percent Test") and (ii) with respect to
         the securities of each Subsidiary REIT not included under the 75
         Percent Test, (A) not more than five percent of the value of each
         Subsidiary REIT's total assets will consist of the securities of any
         one issuer (excluding each Subsidiary REIT's interest in any
         corporation with respect to which the Subsidiary REIT holds 100 percent
         of the stock) and (B) not more than 10 percent of the outstanding
         voting securities of any one issuer (excluding each Subsidiary REIT's
         interest in any corporation with respect to which the Subsidiary REIT
         holds 100 percent of the stock) will be held by any Subsidiary REIT.
         With respect to this representation, the assets of the Trust and the
         Subsidiary REITs will be as determined pursuant to Treas. Reg.
         Section 1.856-3(g) and the term "value" means (i) fair value as
         determined in good faith by the Board of Trustees of the Trust or the
         board of directors of each Subsidiary REIT, as the case may be, or (ii)
         in the case of securities for which market quotations are readily
         available, the market value of such securities.

                  27. With respect to each loan secured by real estate held by
         the Trust, the Realty Partnership or any Realty Subsidiary Entity the
         amount of the loan has not exceeded and does not exceed the fair market
         value of the real property security therefor, except by amounts which
         would not cause the Trust to fail to satisfy the asset tests of Section
         856(c)(5) of the Code or the gross income test of Section 856(c)(3) of
         the Code.

                  28. The Trust and each Subsidiary REIT maintains and will
         continue to maintain until the expiration of any applicable statute of
         limitations period sufficient records as to its investments to be able
         to show that it complies with the asset tests described above.

                  29. None of the Management Subsidiaries will provide
         Prohibited Services to any of the Corporation, the Operating Subsidiary
         Entities, Atlanta or St. John or will manage or operate any assets
         owned directly or indirectly by the Trust, the Realty Partnership or
         any Subsidiary REIT.

                  30. During the Trust's taxable years ended December 31, 1995,
         1996 and 1997 and during each of the Trust's taxable years ending after
         December 31, 1997, the deduction for dividends paid by the Trust (as
         defined in Section 561 of the Code, but without regard to capital gain
         dividends, as defined in Section 857(b)(3)(C) of the Code) has equaled
         or exceeded or will equal or exceed (i) the sum of (A) 95 percent of
         the Trust's real estate investment trust taxable income (as defined in
         Section 857(b)(2) of the Code, but without regard to the deduction for
         dividends paid and excluding any net capital gain) and (B) 95 percent
         of the excess of its net income from Foreclosure Property over the tax
         imposed on such income by Section 857(b)(4)(A) of the Code, minus (ii)
         any
<PAGE>   22
   
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January 14, 1998
Page 12
    


         excess noncash income (as determined under Section 857(e) of the Code).
         During the taxable years of the Subsidiary REITs ending on or after
         December 31, 1998, the deduction for dividends paid by each Subsidiary
         REIT (as defined in Section 561 of the Code, but without regard to
         capital gain dividends, as defined in Section 857(b)(3)(C) of the Code)
         will equal or exceed (i) the sum of (A) 95 percent of each Subsidiary
         REIT's real estate investment trust taxable income (as defined in
         Section 857(b)(2) of the Code, but without regard to the deduction for
         dividends paid and excluding any net capital gain) and (B) 95 percent
         of the excess of its net income from Foreclosure Property over the tax
         imposed on such income by Section 857(b)(4)(A) of the Code, minus (ii)
         any excess noncash income (as determined under Section 857(e) of the
         Code). For purposes of this paragraph, the deduction for dividends paid
         shall be determined after the application of Section 857(d)(3) of the
         Code.

                  31. At all times after December 31, 1994, the dividends paid
         by the Trust have been paid and will be paid in respect of each class
         of stock pro rata, with no preference to any share as compared with
         other shares of the same class. At all times after December 31, 1997,
         the dividends paid by each of the Subsidiary REITs will be paid in
         respect of each class of stock pro rata, with no preference to any
         share as compared with other shares of the same class.

                  32. On or before January 30, 1996 and 1997, the Trust
         demanded, and within 30 days after the end of the Trust's taxable year
         ended December 31, 1997, the Trust will demand written statements from
         each record shareholder of one percent or more of its stock (or, if the
         Trust has 2,000 or more shareholders of record of its stock on any
         dividend record date, each record shareholder of five percent or more
         of its stock) setting forth the following information:

                           a. The actual owners of the Trust's stock (i.e., the
                  persons who are required to include in gross income in their
                  returns the dividends received on the stock); and

                           b. The maximum number of shares of the Trust
                  (including the number and face value of securities convertible
                  into stock of the Trust) that were considered owned, directly
                  or indirectly (within the meaning of Section 544 of the Code,
                  as modified by Section 856(h)(1)(B) of the Code), by each of
                  the actual owners of any of the Trust's stock at any time
                  during the last half of the Trust's taxable year.
<PAGE>   23
   
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January 14, 1998
Page 13
    


                  33. The Trust will maintain the written statements described
         in the preceding paragraph and the Trust and the Subsidiary REITs will
         keep and maintain all records required pursuant to Treas. Reg. Section
         1.857-8 in the internal revenue district in which they are required to
         file their federal income tax returns, and the statements and records
         will be available for inspection by the IRS until the expiration of any
         applicable statute of limitations period.

                  34. The shareholder demand letters sent in January 1996 were
         sent by the Corporation for the benefit of and at the request and under
         the direction and control of the Trust.

                  35. The Trust will continue to, and the Subsidiary REITs will,
         use the calendar year as their taxable year.

                  36. Not all of the trustees of the Trust are also directors of
         the Corporation, and some of the directors of the Corporation are not
         trustees of the Trust. No individual serves as an officer of both the
         Trust and the Corporation concurrently.

                  37. The Trust, the Realty Partnership, each Realty Subsidiary
         Entity and each Subsidiary REIT each maintain separate books and
         records.

                  38. The Trust, the Realty Partnership, the Realty Subsidiary
         Entities and each Subsidiary REIT (and any other entity in which the
         Trust directly or indirectly holds an interest) do not and will not
         furnish or render any services to the Corporation, the Operating
         Partnership, any Operating Subsidiary Entity, Atlanta or St. John.

                  39. At all times, material transactions among the Trust, the
         Corporation, the Realty Partnership, the Realty Subsidiary Entities,
         the Operating Partnership, the Operating Subsidiary Entities, the
         Subsidiary REITs, Atlanta and St. John, or any of them, have been and
         will be negotiated and structured with the intention of achieving an
         arm's-length result.

                  40. The Realty Partnership and each Realty Subsidiary Entity
         is operated and will continue to be operated in accordance with the
         enabling statute of the jurisdiction under which it is organized, its
         organizational documents and its partnership or limited liability
         company agreement, as the case may be.

                  41. The partnership or limited liability company agreement, as
         the case may be, of the Realty Partnership and each Realty Subsidiary
         Entity will remain in substantially the
<PAGE>   24
   
Sidley & Austin
January 14, 1998
Page 14
    


         same form as it is upon the date of this letter and will not be amended
         in any manner which would affect your opinion.

                  42. No general partner is acting as an agent of any limited
         partner in connection with the investments by the limited partners in,
         and operations of, the Realty Partnership or any Realty Subsidiary
         Entity that is a limited partnership. The Trust will be active in the
         management of the Realty Partnership and will be independent of the
         limited partners.

                  43. No member is acting as an agent of any other member in
         connection with the investments by the members in, and operations of,
         any Realty Subsidiary Entity that is a limited liability company. The
         Trust and the Realty Partnership will be active in the management of
         the Realty Subsidiary Entities.

                  44. The transactions in which the partners and members
         acquired interests in the Realty Partnership and the Realty Subsidiary
         Entities are not required to be registered under the Securities Act of
         1933, as amended.

                  45. The Realty Partnership will not have more than 100
         Partners.

                  46. The interests in each of the Realty Partnership and each
         Realty Subsidiary Entity will not be traded on an established
         securities market or be readily tradeable on a secondary market (or the
         substantial equivalent thereof).

                  47. The Realty Partnership and the Realty Subsidiary Entities
         intend to hold assets for investment with a view to long-term
         appreciation, to engage in the business of acquiring, developing,
         owning, and operating hotel properties and interests in hotels and to
         make such occasional sales of such properties, including peripheral
         land, as are consistent with the investment objectives of the Realty
         Partnership and the Realty Subsidiary Entities.

                  48. Neither the Realty Partnership nor any Realty Subsidiary
         Entity has elected or will elect to be classified as an association for
         federal tax purposes.

                  49. The Realty Partnership and each Realty Subsidiary Entity
         that was in existence prior to January 1, 1997 claimed or will claim
         classification as a partnership for federal tax purposes for all
         periods prior to January 1, 1997 during which it was in existence.
<PAGE>   25
   
Sidley & Austin
January 14, 1998
Page 15
    


                  50. The Trust expects to own in excess of 20 percent of the
         partnership interests of the Realty Partnership throughout the life of
         the Realty Partnership.

                  51. The intent of the partners and the members of the Realty
         Partnership and the Realty Subsidiary Entities is to conduct joint
         business and investment activities through a flexible economic
         arrangement without incurring an entity-level tax.

                  52. The Realty Partnership and the Realty Subsidiary Entities
         are each bona fide and each transaction or series of related
         transactions will be entered into for a substantial business purpose.

                  53. The payment of cash in lieu of fractional Paired Shares in
         connection with any stock dividend was not and will not be separately
         bargained for consideration and was or will be made solely for the
         purpose of saving the Trust and the Corporation the expense and
         inconvenience of issuing fractional Paired Shares.

                  54. Westin Worldwide, Seattle, Lauderdale and Denver have each
         declared and paid a dividend prior to and independent of the Closing
         Date and neither the amount nor the source of funds for such dividends
         was dependent on the occurrence of the Closing Date.

                  55. The Westin Acquisition was consummated in compliance with
         the material terms of the Transaction Agreement, and none of the
         material terms and conditions therein were waived or modified.

                  56. The ratio for the exchange of Worldwide Shares for
         Exchangeable Preferred Shares and cash in the Westin Acquisition was
         negotiated through arm's-length bargaining.

                  57. There is no plan by the Members to sell, exchange or
         otherwise dispose of a number of Exchangeable Preferred Shares received
         pursuant to the Westin Acquisition that would reduce the Members'
         ownership of Exchangeable Preferred Shares to a number of shares having
         a value as of January 2, 1998 of less than fifty percent (50%) of the
         value of all of the formerly outstanding Worldwide Shares as of January
         2, 1998. For purposes of this representation, Worldwide Shares
         exchanged for cash or exchanged for cash in lieu of fractional
         Exchangeable Preferred Shares were treated as outstanding Worldwide
         Shares as of January 2, 1998. Moreover, Worldwide Shares and
         Exchangeable Preferred Shares held by the Members and otherwise sold,
         redeemed or disposed of prior or subsequent to January 2, 1998 were
         considered in making this representation.
<PAGE>   26
   
Sidley & Austin
January 14, 1998
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                  58. The Trust has no plan to reacquire any of the Exchangeable
         Preferred Shares issued pursuant to the Westin Acquisition.

                  59. The Trust has no plan to sell or otherwise dispose of any
         of the assets of Westin Worldwide acquired in the Westin Acquisition,
         except for dispositions (i) in the ordinary course of business, or (ii)
         that are necessary to ensure that the representations set forth herein
         are accurate, or in transactions described in Section 368(a)(2)(C) of
         the Internal Revenue Code.

                  60. The Trust will continue the historic business of Westin
         Worldwide or use a significant portion of Westin Worldwide's historic
         business assets in a business.

                  61. Except as set forth in the Transaction Agreement, the
         Westin Companies paid their expenses incurred in connection with the
         Westin Acquisition. Westin Worldwide did not pay any of the expenses of
         the Members incurred in connection with the Westin Acquisition.

                  62. There is no intercorporate indebtedness existing between
         the Trust and Westin Worldwide that was issued, acquired, or will be
         settled at a discount.

                  63. Westin Worldwide is not an investment company as defined
         in Section 368(a)(2)(F)(iii) and (iv) of the Code.

                  64. Westin Worldwide is not under the jurisdiction of a court
         in a Title 11 or similar case within the meaning of Section
         368(a)(3)(A) of the Code.

                  65. As of January 2, 1998, the fair market value of the assets
         of Westin Worldwide exceeded the sum of its liabilities (including any
         liabilities to which its assets are subject).

                  66. The payment of cash in lieu of fractional Exchangeable
         Preferred Shares or Paired Shares was not separately bargained for
         consideration and was made solely for the purpose of saving the Trust
         and the Corporation the expense and inconvenience of issuing fractional
         Exchangeable Preferred Shares or fractional Paired Shares.

                  67. The Merger will be consummated in compliance with the
         material terms of the Merger Agreement, and none of the material terms
         and conditions therein have been waived or modified.
<PAGE>   27
   
Sidley & Austin
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                  68. The fair market value of the real estate assets of ITT
         Corporation exceeds four billion dollars ($4,000,000,000).

                  69. As of the date hereof, the fair market value of the
         Corporation Shares and the fair market value of the Trust Shares
         relative to the total fair market value of the Paired Shares is 30% and
         70%, respectively.

                  70. The 0.25% per annum fee to be received by the Trust for
         its guarantee of the third party indebtedness to be incurred by the
         Corporation in connection with the Merger is reasonable as to each of
         the Trust and the Corporation.

                  71. As of the date hereof, the Corporation could arrange debt
         financing for the acquisition of ITT without the credit support 
         provided by a guaranty by the Trust.

                  72. Where the foregoing representations involve matters of
         law, you have explained to us the relevant and material legal authority
         to which such representations relate.

         The undersigned fully understands that Sidley & Austin will be relying
on the accuracy and completeness of the statements made in this letter in
rendering the opinions contained in the Opinion Letter, and the undersigned has
examined such records and other documents and made such inquiries and
investigation as the undersigned deemed necessary to obtain sufficient actual
knowledge to support the representations made herein.

                                        Very truly yours,

                                        STARWOOD HOTELS & RESORTS TRUST


                                           
   
                                       By: /s/ Ronald Brown            
                                          --------------------------- 
                                           Name:  Ronald Brown
                                           Title: Senior Vice President
                                                  and Chief Financial Officer