EXHIBIT 8.1

 
                 [LETTERHEAD OF LATHAM & WATKINS APPEARS HERE] 
   
                                December 1, 1998     

                                        

HMH Properties, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817

          Re:  Federal Income Tax Consequences
               -------------------------------

Ladies and Gentlemen:

          We have acted as tax counsel to HMH Properties, Inc., a Delaware
corporation (the "Company"), in connection with its issuance of Series C Senior
Notes (as defined in the Registration Statement) of the Company pursuant to a
registration statement on Form S-3 of Host Marriott Corporation, the Company and
certain other subsidiaries of Host Marriott Corporation (File No. 333-50729), as
amended through the date hereof, (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), a prospectus (the "Base
Prospectus"), filed as part of the Registration Statement, and a form of
prospectus supplement, filed as part of the Registration Statement (the
"Prospectus Supplement" and, together with the Base Prospectus, the
"Prospectus").
   
  You have requested our opinion concerning the statements in the Prospectus
Supplement under the caption "Certain United Stated Federal Tax Considerations
For Non-United States Holders."  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 and subject to
the limitations set forth under the caption "Certain United States Federal Tax
Considerations For Non-United States Holders," it is our opinion that the
statements in the Prospectus Supplement set forth under the caption "Certain
United States Federal Tax Considerations For Non-United States Holders," to the
extent such statements     



 
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE] 

HMH Properties, Inc.
December 1, 1998
Page 2 

   
constitute matters of law summaries of legal matters or legal conclusions, are
the material federal income tax consequences of the ownership and disposition of
Series C Senior Notes. No opinion is expressed as to any matter not discussed
therein.     

  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 the Registration Statement may affect the
conclusions stated herein.
    
  This opinion is rendered to you 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 United States Federal Tax Considerations" and "Legal Matters."       

                                 Very truly yours,