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                                                                       EXHIBIT 8







                                 August 31, 1995
                                    12742-392


Meditrust
197 First Avenue
Needham, MA 02194

Gentlemen:

         You have requested our opinion regarding the federal income taxation of
shareholders of Meditrust, a Massachusetts business trust (the "Company"), in
connection with the Registration Statement on Form S-3 with respect to the
Company's shelf registration of $300,000,000 in Company securities consisting of
a combination of shares of beneficial interest, debt securities and/or warrants
to be offered from time to time (the "Registration Statement"). The facts, as we
understand them, and upon which we rely in rendering the opinion expressed
herein, are set forth in the Registration Statement and in the Company's Current
Report on Form 8-K dated March 4, 1992 (the "Form 8-K"), which is incorporated
by reference in the Registration Statement.

         Based on such facts, we are of the opinion that the statements
contained in the Form 8-K under the caption "Federal Income Tax Considerations,"
insofar as such statements constitute statements of federal income tax law, are
correct. No opinion is expressed as to any factual matter or as to any matter
not set forth therein. Our opinion is based on our interpretation of the
statutes, regulations, decisions and published administrative interpretations in
effect on the date hereof, and we can offer no assurance that such statutes,
regulations, decisions and published administrative interpretations will not be
amended, revoked or modified in a manner that would affect our opinion set forth
herein. Further, any variation in the facts from those set forth in the
Registration Statement or the Form 8-K may affect the conclusion stated herein.

         We understand that this opinion letter is to be used in connection with
the Registration Statement, as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to be used in
connection with the offer and sale of the shares of beneficial interest, debt



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Meditrust
August 31, 1995
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securities and/or warrants only while the Registration Statement is effective as
so amended and as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act.

                                            Very truly yours,


 
                                            /s/ Nutter, McClennen & Fish

LJM/DGK/dmp