Exhibit 8.01 
 

                 [LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]

   
                               October 13, 1998     


 



Choice Hotels International, Inc.
10750 Columbia Pike
Silver Spring, MD 20901


  Re:  Registration Statement on Form S-4
       ----------------------------------


Dear Sir or Madam:


  You have requested our opinion concerning the material federal income tax
consequences of the exchange of newly issued 7.125% Senior Notes due 2008 of
Choice Hotels International, Inc. (the "Company") which have been registered
under the Securities Act of 1933, as amended, for all outstanding 7.125% Senior
Notes due 2008 of the Company, in connection with the Registration Statement on
Form S-4 filed herewith (the "Registration Statement").

  The facts, as we understand them, and upon which with your permission we rely
in rendering the opinion expressed herein, are set forth in the Registration
Statement.  Based on such facts, it is our opinion that the material federal
income tax consequences are accurately set forth under the heading "Certain
Federal Income Tax Considerations" in the Registration Statement.  No opinion is
expressed as to any matter not discussed therein.

  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 the Registration Statement may affect the
conclusions stated herein.

 
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]

Choice Hotels International, Inc.
October 13, 1998
Page 2

  This opinion is rendered to you solely for use in connection with the
Registration Statement.  We consent to your filing this opinion as an exhibit to
the Registration Statement, and to the reference to our firm under the headings
"Certain Federal Income Tax Considerations" and "Legal Matters."

                                        Very truly yours,
   
                                        /s/ Latham & Watkins