Exhibit 8.2

            [LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]

(212) 373-3000

                                  June 14, 2002


MeriStar Hospitality Operating
 Partnership, L.P.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007

MeriStar Hospitality Finance Corp. III
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007


                  Re:      MeriStar Hospitality Operating Partnership, L.P.
                           and MeriStar Hospitality Finance Corp. III
                           $200,000,000 9-1/8% Senior Notes due 2011


Dear Sir or Madam:


                  We have acted as special United States tax counsel for
MeriStar Hospitality Operating Partnership, L.P. (the "Issuer") and MeriStar
Hospitality Finance Corp. III (the "Co-Issuer" and, together with the Issuer,
the "Issuers") in connection with the offer to exchange $200,000,000 aggregate
principal amount of the Issuers' 9-1/8% Senior Notes due 2011 (the "Exchange
Notes"), which have been registered under the United States Securities Act of
1933, as amended (the "Securities Act"), for $200,000,000 aggregate principal
amount of the Issuers' outstanding 9-1/8% Senior Notes due 2011 (the "Exchange
Offer").


                  We are giving this opinion in connection with the Registration
Statement on Form S-4, as amended (the "Registration Statement"), relating in
part to the registration by the Issuers of the Exchange Notes to be offered in
the Exchange Offer, filed by the


                                                                               2



Issuers with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act and the rules and regulations of the Commission
promulgated thereunder.


                  In rendering our opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
agreements and other documents as we have deemed relevant and necessary and we
have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed the
authenticity of original documents, the accuracy of copies and the genuineness
of signatures. We understand and assume that (i) each such agreement represents
the valid and binding obligation of the respective parties thereto, enforceable
in accordance with its respective terms and the entire agreement between the
parties with respect to the subject matter thereof, (ii) the parties to each
agreement have complied, and will comply, with all of their respective
covenants, agreements and undertakings contained therein and (iii) the
transactions provided for by each agreement were and will be carried out in
accordance with their terms.

                  Our opinion is based upon existing United States federal
income and estate tax laws, regulations, administrative pronouncements and
judicial decisions. All such authorities are subject to change, either
prospectively or retroactively, and any such change could affect our opinion.

                  The opinion set forth herein has no binding effect on the
United States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion set forth herein.

                  We hereby confirm the opinion set forth under the caption
"United States Federal Tax Considerations" in the second prospectus in the
Registration Statement relating to the Exchange Notes. While such description
discusses the material anticipated United States federal income tax consequences
applicable to certain holders of Exchange Notes, it does not purport to discuss
all United States federal income tax considerations and our opinion is limited
to those United States federal income tax considerations specifically discussed
therein.

                  In giving the foregoing opinion, we express no opinion other
than as to the federal income tax laws of the United States of America.

                  We are furnishing this letter in our capacity as special
United States tax counsel to the Issuers. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose, except as set
forth below.


                                                                               3


                  We hereby consent to the filing of this opinion as Exhibit 8.2
to the Registration Statement and we further consent to the use of our name
under the caption "United States Federal Tax Considerations" in the second
prospectus in the Registration Statement. The issuance of such a consent does
not concede that we are an "expert" for purposes of the Securities Act.

                                        Very truly yours,


                           /s/ Paul, Weiss, Rifkind, Wharton & Garrison

                           PAUL, WEISS, RIFKIND, WHARTON & GARRISON