[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, it is
our opinion that the material federal income tax consequences are accurately set
forth under the heading "Certain United States Federal Tax Considerations For
Non-United States Holders" in the Prospectus Supplement. No opinion is expressed
as to any matter not discussed therein.

 
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]

HMH Properties, Inc.
December 1, 1998
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 the Registration Statement may
affect the conclusions stated herein.

                  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 United States Federal Tax Considerations" and "Legal
Matters."


                                            Very truly yours,