[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]



                                  May 7, 1996



 


HMC Acquisition Properties, Inc.
10400 Fernwood Road
Bethesda, Maryland  20817

           Re:  Registration Statement on Form S-4
                File No. 333-00768
                ----------------------------------

Ladies and Gentlemen:

          You have requested our opinion as to the material federal income tax
consequences expected to result to certain holders from the exchange of Series A
Notes for Series B Notes of HMC Acquisition Properties, Inc., a Delaware
corporation, pursuant to an Exchange Offer as set forth in the Prospectus (the
"Prospectus") included in Amendment No. 3 to the above-referenced Registration
Statement on Form S-4 and exhibits thereto filed with the Securities and
Exchange Commission (as amended, the "Registration Statement").  Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Prospectus.

          Based on the facts as set forth in the Prospectus, it is our opinion
that the material federal income tax consequences expected to result to holders
whose Series A Notes are exchanged for Series B Notes in the Exchange Offer,
under currently applicable law, are as stated under the caption "Material
Federal Income Tax Consequences" in the Prospectus included in the Registration
Statement.

          This opinion expresses our views as to the federal income tax laws in
effect as of the date hereof, including the Internal Revenue Code of 1986, as
amended, applicable Treasury Regulations promulgated thereunder, judicial
authority and current administrative

 
HMC Acquisition Properties, Inc.
May 7, 1996
Page 2


rulings and practice of the Internal Revenue Service, all of which are subject
to change either prospectively or retroactively.  Also, any variation or
difference in the facts as incorporated herein might affect the conclusion
stated herein.

          We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our firm under the caption "Material
Federal Income Tax Consequences" in the Prospectus included in the Registration
Statement.

                                             Very truly yours,

                                             /s/ Latham & Watkins