**EXHIBIT 8.1**

 
|   | August 6, 2010 |
|--------|---------------------|

 

U-Store-ItTrust

460 East Swedesford Road, Suite 3000

Wayne, Pennsylvania 19087

 

Ladiesand Gentlemen:

 

Wehave acted as counsel to U-Store-It Trust, a Maryland real estate investmenttrust (the “Company), in connection with the preparation of this opinion.

 

Theopinions expressed herein are based on the Internal Revenue Code of 1986, asamended (the “Code”), Treasury regulations thereunder (including proposed andtemporary Treasury regulations) and interpretations of the foregoing asexpressed in court decisions, legislative history and administrativedeterminations of the Internal Revenue Service (the “IRS”) (including itspractices and policies in issuing private letter rulings, which are not bindingon the IRS, except with respect to a taxpayer that receives such a ruling), allas of the date hereof.  This opinionrepresents our best legal judgment with respect to the probable outcome on themerits and is not binding on the IRS or the courts.  There can be no assurance that positionscontrary to our opinion will not be taken by the IRS, or that a courtconsidering the issues would not reach a conclusion contrary to suchopinions.  No assurance can be given thatfuture legislative, judicial or administrative changes, on either a prospectiveor retroactive basis, would not adversely affect the opinions expressed herein.

 

Inrendering the opinions expressed herein, we have examined such statutes,regulations, records, certificates and other documents as we have considerednecessary or appropriate as a basis for such opinions, including: (1) Company’sAnnual Report on Form 10-K for the year ending December 31, 2009 andQuarterly Report on Form 10-Q filed on August 6, 2010 (collectively,the “Company Reports”) with the Securities and Exchange Commission (the “Commission”);(2) the Articles of Amendment and Restatement of Declaration of Trust ofCompany, as amended or supplemented through the date hereof; and (3) theSecond Amended and Restated Agreement of Limited Partnership of U-Store-It,L.P. (“Operating Partnership”) dated as of October 27, 2004, as amended orsupplemented through the date hereof.

 

Inrendering the opinions expressed herein, we have relied upon writtenrepresentations as to factual matters of Company and Operating Partnershipcontained in an Officer’s Certificate Regarding Certain Tax Matters dated thedate hereof regarding their consolidated assets, operations and activities (the“Officer’s Certificate”).  We have notmade an independent investigation or audit of the facts set forth in theOfficer’s Certificate or in any other 

 

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document.  We consequently have relied upon the accuracyof the representations as to factual matters in the Officer’s Certificate.  After inquiry, we are not aware of any factsor circumstances contrary to, or inconsistent with, the representations that wehave relied upon or the other assumptions set forth herein.  Our opinion is limited to the tax mattersspecifically covered herein, and we have not addressed, nor have we been askedto address, any other tax matters relevant to Company, the OperatingPartnership or any other person.

 

Wehave assumed, with your consent, that, insofar as relevant to the opinionsexpressed herein:

 

(1)           Company has been and will be operatedin the manner described in the Officer’s Certificate and the Company Reports(including in the documents incorporated therein by reference);

 

(2)           all of the obligations imposed by thedocuments that we reviewed have been and will continue to be performed orsatisfied in accordance with their terms; and all of such documents have beenproperly executed, are valid originals or authentic copies of valid originals,and all signatures thereon are genuine;

 

(3)           all representations made in theOfficer’s Certificate (and other factual information provided to us) are true,correct and complete and will continue to be true, correct and complete, andany representation or statement made in the Officer’s Certificate “to the bestof knowledge,” “to the knowledge” or “to the actual knowledge” of any person(s) orparty(ies) or similarly qualified is true, correct and complete as if madewithout such qualification; and

 

(4)           all documents that we have reviewedhave been properly executed, are valid originals or authentic copies of validoriginals, and all signatures thereon are genuine.

 

Basedupon, subject to the foregoing and the discussion below, we are of the opinionthat:

 

1.             Commencing withits taxable year ended December 31, 2004, Company has been organized andoperated in a manner so as to qualify for taxation as a REIT under the Code,and Company’s proposed method of operation will enable it to continue toqualify for taxation as a REIT.

 

2.             The discussionof Material Federal Income Tax Considerations in Exhibit 99.1 to Form 10-Qfiled with the Commission on August 6, 2010, to the extent it describes 

 

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provisionsof federal income tax law and regulations or legal conclusions with respectthereto, is correct in all material respects as of the date hereof.

 

Weassume no obligation to advise you of any changes in our opinion subsequent tothe date of this letter.  Company’squalification for taxation as a REIT depends upon Company’s ability to meet, ona continuing basis, through actual annual operating and other results, therequirements of the Code, including the requirements with regard to the sourcesof its gross income, the composition of its assets, the level of itsdistributions to shareholders and the diversity of its share ownership.  We will not review Company’s compliance withthese requirements on a continuing basis. Accordingly, no assurance can be given that the actual results ofCompany’s operations, the sources of its income, the nature of its assets, thelevel of its distributions to shareholders and the diversity of its shareownership for any given taxable year will satisfy the requirements under theCode for qualification and taxation as a REIT.

 

Wehereby consent to the incorporation of this opinion by reference in the Company’sRegistration Statements on Form S-8 (No. 333-167623, 333-143126,333-143125, 333-143124, 333-134684 and 333-119987) and the RegistrationStatements on Form S-3 (No. 333-156463, 333-141709, and 333-141710).

 
|   | Very  truly yours,       |
|--------|--------------------------|
|   |                     |
|   | /s/  Pepper Hamilton LLP |
|   |                     |
|   | PEPPER  HAMILTON LLP     |

 

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