EXHIBIT 8.1



                                  June 13, 2000



XM Satellite Radio Inc.
1250 23rd Street, N.W.
Suite 57
Washington, D.C. 20037

Ladies and Gentlemen:

          This firm has acted as special counsel to XM Satellite Radio Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-4 (the "Registration Statement"), filed with the Securities
and Exchange Commission and relating to the proposed offering of up to
$325,000,000 in aggregate principal amount of 14% Senior Secured Notes due March
15, 2010 (the "Exchange Notes") in exchange for up to $325,000,000 in aggregate
principal amount of the Company's outstanding 14% Senior Secured Notes due March
15, 2010 (the "Senior Notes"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(8) of
Regulation S-K, 17 C.F.R. (S)229.601(b)(8), in connection with the Registration
Statement.  Capitalized terms used in this letter and not otherwise defined
herein shall have the meaning set forth in the prospectus ("Prospectus")
included as part of the Registration Statement.

          This opinion letter is based as to matters of law solely on the
Internal Revenue Code of 1986, as amended, its legislative history, judicial
authority, current administrative rulings and practice, and existing and
proposed Treasury Regulations, all as in effect and existing on the date hereof
(collectively, "federal tax laws"). These provisions and interpretations are
subject to changes, which may or may not be retroactive in effect, that might
result in material modifications of our opinion. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.


          In rendering the following opinion, we have examined: (i) the
Registration Statement; (ii) the forms of the Senior Notes and the Exchange
Notes; and (iii) an executed copy of the Indenture.

          In our review, we have assumed that all of the representations and
statements set forth in such documents are true and correct, and all of the
obligations imposed by any such documents on the parties thereto have been and
will continue to be performed or satisfied in accordance with their terms. We
also have assumed the genuineness of all signatures, the proper execution of all
documents, the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original
documents of all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made, in the context
of the foregoing.

          For purposes of rendering our opinion, we have not made an independent
investigation of the facts set forth in any of the above-referenced documents,
including the Prospectus. We have consequently relied upon representations and
information presented in such documents.

          Based upon, and subject to, the foregoing, we are of the opinion that
the exchange of the Senior Notes for the Exchange Notes pursuant to the Exchange
Offer will not be treated as an exchange for federal income tax purposes because
the Exchange Notes will not differ materially in kind or extent from the Senior
Notes and because the exchange will occur by operation of the original terms of
the Senior Notes.

          We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.


          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Certain
United States Federal Income Tax Considerations" in the Prospectus. In giving
such consent, we do not admit that we are in the category of person whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

                                    Very truly yours,



                                /s/ HOGAN & HARTSON L.L.P.