Exhibit 8.1  HUNTON &
  WILLIAMS LLPRIVERFRONT
  PLAZA, EAST TOWER951
  EAST BYRD STREETRICHMOND,
  VIRGINIA 23219-4074TEL
  804·788·8200FAX
  804·788·8218  August 8, 2008  NorthStar
Realty Finance Corp 399
Park Avenue, 18thFloor New
York, New York  10022  NorthStar Realty Finance
Corp. Qualification as Real Estate Investment Trust  Ladies
and Gentlemen:  We have acted as special tax
counsel to NorthStar Realty Finance Corp., a Maryland corporation (the Company),
in connection with the preparation of a registration statement on Form S-3
(No. 333-132890) (the Registration Statement), declared effective by the
Securities and Exchange Commission on April 26, 2006, with respect to the
offer and sale of shares of common stock, par value $0.01 per share, of the
Company (the Common Shares), shares of preferred stock, par value $0.01 per
share, of the Company (the Preferred Shares), depositary shares representing
preferred stock (Depositary Shares), debt securities of the Company (Debt
Securities), warrants entitling the holders to purchase Common Shares,
Preferred Shares, Depositary Shares, or Debt Securities, and units comprising
one or more of the preceding securities of the Company to be offered from
time-to-time, having an aggregate public offering price not to exceed
$1,000,000,000, and the offer and sale of 10,000,000 Common Shares pursuant to
a prospectus supplement filed as a part of the Registration Statement on May 30,
2008 (the Prospectus Supplement).  You
have requested our opinion regarding certain U.S. federal income tax matters.  In giving this opinion
letter, we have examined the following:  1.             the
Companys Articles of Amendment and Restatement;  2.             the
Articles of Incorporation of NRFC Sub-REIT Corp., a Maryland corporation (the Private
REIT);  3.             the
Agreement of Limited Partnership of NorthStar Realty Finance Limited
Partnership, a Delaware limited partnership (the Operating Partnership);


4.             the
Registration Statement, the prospectus filed as a part of the Registration
Statement (the Prospectus) and the Prospectus Supplement;  5.             the
taxable REIT subsidiary (TRS) elections for N-Star Real Estate CDO I, Ltd.,
NS Servicing LLC, 490 Post TRS, LLC, Seawall 2006-4A, Ltd., Abacus 2006-NS2,
Ltd., MC Funding Ltd., NRFC Montevina Holding Corp., NRF-MC Management Holding
Corp., NRF-Reindeer Ltd., NRFC Luxembourg Holdings I S.a.r.l., CIT CLO I, Ltd.,
MC Funding 2007-1, Ltd., MC Funding USTRS LLC, NorthStar Real Estate Securities
Opportunity Fund GP, Ltd., Westchester CLO, Ltd.,  MC Funding USTRS II, LLC, MC Funding 2007-2
Ltd., Monroe Capital Funding II, Ltd., N-Star Real Estate CDO VII, Ltd., and
G/NRF Holdings Ltd. (collectively, the NRF TRSs); and  6.             such
other documents as we have deemed necessary or appropriate for purposes of this
opinion.  In connection with the opinions rendered below, we have assumed, with
your consent, that:  1.             each of the
documents referred to abovehas been duly
authorized, executed, and delivered; is authentic, if an original, or is accurate,
if a copy; and has not been amended;  2.             during
their taxable years ending December 31, 2008, and future taxable years,
the Company and the Private REIT will operate in a manner that will make the
factual representations contained in a certificate, dated the date hereof and
executed by a duly appointed officer of the Company and the Private REIT (the Officers
Certificate), true for such years;  3.             the
Company will not make any amendments to its organizational documents or the
organizational documents of the Operating Partnership, the Private REIT or the
NRF TRSs after the date of this opinion that would affect its qualification as
a real estate investment trust (a REIT) for any taxable year; and  4.             no
action will be taken by the Company, the Operating Partnership, the Private
REIT, or the NRF TRSs after the date hereof that would have the effect of
altering the facts upon which the opinions set forth below are based.  In connection with the
opinions rendered below, we also have relied upon the correctness of the
factual representations contained in the Officers Certificate.  No facts have come to our attention that
would cause us to question the accuracy and completeness of such factual representations
in a material way.  2


Based solely on the
documents and assumptions set forth above, the representations set forth in the
Officers Certificate, the discussions in the Prospectus under the caption Federal
Income Tax Considerations and in the Prospectus Supplement under the caption Additional
Federal Income Tax Considerations (which are incorporated herein by
reference), and without further investigation, we are of the opinion that:  (a)each of the
Company and the Private REIT qualified to be taxed as a REIT pursuant to
sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code),
for their taxable years ended December 31, 2004 through December 31,
2007, and the Companys and the Private REITs organization and current and proposed
methods of operation will enable each of them to continue to qualify as a REIT
for their taxable years ending December 31, 2008, and in the future; and  (b)as of the date
the Prospectus Supplement was filed, the descriptions of the law and the legal
conclusions contained in the Prospectus under the caption Federal Income Tax
Considerations and in the Prospectus Supplement under the caption Additional
Federal Income Tax Considerations were correct in all material respects.  We will not review on a
continuing basis the Companys or the Private REITs compliance with the
documents or assumptions set forth above, or the representations set forth in
the Officers Certificate.  Accordingly,
no assurance can be given that the actual results of the Companys or the
Private REITs operations for their 2008 and subsequent taxable years will
satisfy the requirements for qualification and taxation as a REIT.  Although we have made such inquiries and
performed such investigations as we have deemed necessary to fulfill our
professional responsibilities as counsel, we have not undertaken an independent
investigation of all of the facts referred to in this letter or the Officers
Certificate.  The foregoing opinions are
based on current provisions of the Code, the Treasury regulations (the Regulations),
published administrative interpretations thereof, and published court
decisions.  The Internal Revenue Service
has not issued Regulations or administrative interpretations with respect to
various provisions of the Code relating to REIT qualification.  No assurance can be given that the law will
not change in a way that will prevent the Company or the Private REIT from
qualifying as REITs.  The foregoing opinions are
limited to the U.S. federal income tax matters addressed herein, and no other
opinions are rendered with respect to other federal tax matters or to any
issues arising under the tax laws of any other country, or any state or
locality.  We  3


undertake no obligation to update the opinions
expressed herein after the date of this letter. 
This opinion letter is issued to you, and it speaks only as of the date
hereof.  Except as described in the next
paragraph, this opinion letter may not be distributed, relied upon for any
purpose by any other person, quoted in whole or in part or otherwise reproduced
in any document, or filed with any governmental agency without our express
written consent.  We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.  We also consent to the references to Hunton &
Williams LLP under the captions Federal Income Tax Considerations in the
Prospectus and Additional Federal Income Tax Considerations in the Prospectus
Supplement.  In giving this consent, we
do not admit that we are in the category of persons whose consent is required
by Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.   Very
truly yours,  /s/  Hunton & Williams LLP  4