EXHIBIT 8.1
FORM OF TAX OPINION
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July __, 1998
Hudson Hotels Trust
One Airport Way, Suite 200
Rochester, New York 14624
Hudson Hotels Trust
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Qualification as
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Real Estate Investment Trust
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Ladies and Gentlemen:
We have acted as counsel to Hudson Hotels Trust, a Maryland real estate
investment trust (the "Company"), in connection with (i) the preparation of a
Form S-11 registration statement (the "Registration Statement") filed with the
Securities and Exchange Commission ("SEC") on July 7, 1997 (No. 333-53281), as
amended through the date hereof, with respect to the offering and sale (the
"Offering") of 14,375,000 common shares of beneficial interest, par value $0.01
per share, of the Company (the "Common Shares") and (ii) the Company's
contribution of the net proceeds of the Offering to Hudson Hotels Limited
Partnership, L.P., a Virginia limited partnership (the "Operating Partnership"),
in exchange for a general partnership interest in the Operating Partnership.
You have requested our opinion regarding certain U.S. federal income tax matters
in connection with the Offering.
The Company has contracted to acquire, through the Operating Partnership, HH
Bridge, L.P., a Virginia limited partnership ("Bridge LP"), and HH Perm-I, L.P.,
a Virginia limited partnership ("Perm I LP" and, together with Bridge LP, the
"Subsidiary Partnerships"), 29 hotels and associated personal property (the
"Hotels"). Upon the acquisition of the Hotels, the Operating Partnership and
the Subsidiary Partnerships plan to lease the Hotels to HHC Management Corp., a
wholly-owned subsidiary of Hudson Hotels Corporation ("HHC"), and its
Hudson Hotels Trust
July __, 1998
Page 2
subsidiaries (together, the "Lessee") pursuant to substantially similar
operating lease agreements (the "Leases").
In giving this opinion letter, we have examined the following:
1. the Company's Amended and Restated Declaration of Trust, in the form filed
as an exhibit to the Registration Statement;
2. the Company's Bylaws, in the form filed as an exhibit to the Registration
Statement;
3. the Registration Statement, including the prospectus contained as part of
the Registration Statement (the "Prospectus");
4. the Amended and Restated Agreement of Limited Partnership of the Operating
Partnership (the "Operating Partnership Agreement") among the Company, as
general partner, and HHT, Ltd. Inc., a wholly-owned subsidiary of the Company,
and HHC, as limited partners, in the form filed as an exhibit to the
Registration Statement;
5. the Limited Partnership Agreement of Bridge LP, dated as of July __, 1998,
between HH Bridge G.P., Inc., a wholly-owned subsidiary of the Company, as
general partner, and the Operating Partnership, as limited partner;
6. the Limited Partnership Agreement of Perm I LP, dated as of July __, 1998,
between HH Perm-I G.P., Inc., a wholly-owned subsidiary of the Company, as
general partner, and the Operating Partnership, as limited partner;
7. the Form of Lease between the Operating Partnership and the Lessee, in the
form filed as an exhibit to the Registration Statement;
8. the Strategic Alliance Agreement among HHC, the Company, the Operating
Partnership, the Lessee, Hudson Hotels Properties I, Inc., an indirect wholly-
owned subsidiary of HHC, and Hudson Hotels Properties II, Inc., an indirect
wholly-owned subsidiary of HHC, in the form filed as an exhibit to the
Registration Statement; and
9. such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
Hudson Hotels Trust
July __, 1998
Page 3
In connection with the opinions rendered below, we have assumed, with your
consent, that:
1. each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended;
2. during its short taxable year ending December 31, 1998 and future taxable
years, the Company will operate in a manner that will make the representations
contained in a certificate, dated July __, 1998 and executed by a duly appointed
officer of the Company (the "Officer's Certificate"), true for such years;
3. the Company will not make any amendments to its organizational documents,
the Operating Partnership Agreement, or the partnership agreements of the
Subsidiary Partnerships (the "Subsidiary Partnership Agreements") after the date
of this opinion that would affect its qualification as a real estate investment
trust (a "REIT") for any taxable year;
4. each partner of the Operating Partnership and the Subsidiary Partnerships
(a "Partner") that is a corporation or other entity has a valid legal existence;
5. each Partner has full power, authority, and legal right to enter into and
to perform the terms of the Operating Partnership Agreement and the Subsidiary
Partnership Agreements and the transactions contemplated thereby; and
6. no action will be taken by the Company, the Operating Partnership, the
Subsidiary Partnerships, or the Partners after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are
based.
In connection with the opinions rendered below, we also have relied upon the
correctness of the representations contained in the Officer's Certificate.
After reasonable inquiry, we are not aware of any facts inconsistent with the
representations set forth in the Officer's Certificate. Furthermore, where such
factual representations involve matters of law, we have explained to the
Company's representatives the relevant and material sections of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
thereunder (the "Regulations"), published rulings of the Internal Revenue
Service (the "Service"), and other relevant authority to which such
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July __, 1998
Page 4
representations relate and are satisfied that the Company's representatives
understand such provisions and are capable of making such representations.
Based on the documents and assumptions set forth above, the representations
set forth in the Officer's Certificate, and the discussion in the Prospectus
under the caption "Federal Income Tax Considerations" (which is incorporated
herein by reference), we are of the opinion that:
(a) commencing with the Company's short taxable year beginning on the day
before the closing of the Offering and ending December 31, 1998, the
Company will qualify to be taxed as a REIT pursuant to sections 856
through 860 of the Code, and the Company's organization and proposed
method of operation will enable it to continue to meet the requirements
for qualification and taxation as a REIT under the Code;
(b) the descriptions of the law and the legal conclusions contained in the
Prospectus under the caption "Federal Income Tax Considerations" are
correct in all material respects, and the discussion thereunder fairly
summarizes the federal income tax considerations that are likely to be
material to a holder of the Common Shares; and
(c) the Operating Partnership and the Subsidiary Partnerships will be treated
for federal income tax purposes as partnerships and not as corporations
or associations taxable as corporations or as publicly-traded
partnerships.
We will not review on a continuing basis the Company's compliance with the
documents or assumptions set forth above, or the representations set forth in
the Officer's Certificate. Accordingly, no assurance can be given that the
actual results of the Company's operations for any given taxable year will
satisfy the requirements for qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the Code and the
Regulations, published administrative interpretations thereof, and published
court decisions. The Service has not issued Regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.
Hudson Hotels Trust
July __, 1998
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the captions "Tax Risks--Failure to Qualify as a REIT," "Federal Income
Tax Considerations" and "Legal Matters" in the Prospectus. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations promulgated thereunder by the SEC.
The foregoing opinions are limited to the U.S. federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any other
country, or any state or locality. We undertake no obligation to update the
opinions expressed herein after the date of this letter. This opinion letter is
solely for the information and use of the addressee and the purchasers of the
Common Shares pursuant to the Prospectus, and it may not be distributed, relied
upon for any purpose by any other person, quoted in whole or in part or
otherwise reproduced in any document, or filed with any governmental agency
without our express written consent.
Very truly yours,