EXHIBIT 8.1






                                   LAW OFFICES
             GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
                              THE GARRETT BUILDING
                             233 EAST REDWOOD STREET
                         BALTIMORE, MARYLAND 21202-3332
                                  410-576-4000



                                Telex 908041 BAL

                                Fax 410-576-4246
                                                                    Exhibit 8.1
 
                                  July 14, 1998



Mid-Atlantic Realty Trust
170 W. Ridgely Road, Suite 300
Lutherville, Maryland  21093

                           Re:      Mid-Atlantic Realty Trust
                                    Registration Statement on Form S-3

Ladies and Gentlemen:

                  We have  acted as counsel to  Mid-Atlantic  Realty  Trust (the
"Company"),  a Maryland real estate  investment  trust,  in connection  with the
registration by the Company of up to 2,864,000 of the Company's common shares of
beneficial  interest,  par value  $.01 per  share,  to be issued  pursuant  to a
Registration  Statement on Form S-3 (the "Registration  Statement") filed by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933, as amended (the "Act").

                  We hereby  confirm  to you our  opinion  set  forth  under the
caption "Federal Income Tax Considerations" in the Registration Statement.

                  We  hereby  consent  to the  filing  with the  Securities  and
Exchange  Commission of this letter as an exhibit to the Registration  Statement
of which the  Prospectus  is a part and the  reference  to us in the  Prospectus
under the  captions  "Federal  Income Tax  Considerations  for Holders of Common
Shares of Beneficial Interest" and "Tax Treatment of Redemption of OP Units." In
giving such consent,  we do not thereby admit that we are within the category of
person whose consent is required under Section of the Securities Act.

                                            Very truly yours,

                                            /s/ GORDON, FEINBLATT, ROTHMAN,
                                                  HOFFBERGER & HOLLANDER, LLC