EXHIBIT 8.1
BOSTON Latham & Watkins NEW YORK
CHICAGO ATTORNEYS AT LAW NORTHERN VIRGINIA
FRANKFURT www.lw.com ORANGE COUNTY
HAMBURG PARIS
HONG KONG ____________________ SAN DIEGO
LONDON SAN FRANCISCO
LOS ANGELES SILICON VALLEY
MOSCOW SINGAPORE
NEW JERSEY TOKYO
WASHINGTON, D.C.
January 10, 2002
Host Marriott, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817
Re: Federal Income Tax Consequences
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Ladies and Gentlemen:
We are acting as special counsel to Host Marriott, L.P. (the
"Partnership") in connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by the Partnership on January __, 2002
with the Securities and Exchange Commission in connection with the offer to
exchange all outstanding 9 1/2% Senior H Notes due 2007 of the Partnership (the
"Series H Notes") for 9 1/2% Senior I Notes due 2007 of the Partnership (the
"Series I Notes").
In connection with our representation of the Partnership, you have
requested our opinion concerning the statements in the Registration Statement
under the caption "Certain Federal Tax Considerations." The facts, as we
understand them, and upon which with your permission we rely in rendering the
opinion herein, are set forth in the Registration Statement.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
state.
Based on such facts and assumptions and subject to the limitations set
forth in the Registration Statement, it is our opinion that the statements in
the Registration Statement set forth under the caption "Certain Federal Tax
Considerations," insofar as they purport to describe the provisions of specific
statutes and regulations referred to therein, are accurate in all material
respects.
No opinion is expressed as to any matter not discussed herein.
________________________________________________________________________________
555 Eleventh Street, N.W., Suite 1000 . Washington, D.C. 20004-1304
TELEPHONE: (202) 637-2200 . FAX: (202) 637-2201
LATHAM & WATKINS
Host Marriott, L.P.
Page 2
This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in Registration Statement may affect the conclusions
stated herein.
This opinion is furnished to you, and is for your use in connection
with the transactions set forth in the Registration Statement. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation, for any purpose, without
our prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Latham & Watkins