EXHIBIT 5.1




                                                                  (617) 439-2000


                                November 7, 1997
                                    12742-426


Meditrust Corporation
197 First Avenue, Suite 300
Needham, MA  02194

Meditrust Operating Company
197 First Avenue, Suite 100
Needham, MA  02194

Re:  Registration Statement on Form S-8

Dear Ladies and Gentlemen:

     In connection with the registration under the Securities Act of 1933, as
amended (the "Act") of 11,375,206 shares of Common Stock of Meditrust
Corporation ("MC"), formerly known as Santa Anita Realty Enterprises, Inc.
("Realty"), par value $0.10 per share ("MC Stock"), and 11,375,206 shares of
Common Stock of Meditrust Operating Company ("MOC"), formerly known as Santa
Anita Operating Company ("Operating"), par value $0.10 per share ("MOC Stock"),
to be issued in connection with (i) the exercise of stock options to be issued
pursuant to the amendment to the Meditrust Corporation 1995 Share Award Plan
(formerly known as the Santa Anita Realty Enterprises, Inc. 1995 Share Award
Plan) (the "MC Plan"), approved by the stockholders of Realty on November 5,
1997, (ii) the exercise of stock options to be issued pursuant to the amendment
to the Meditrust Operating Company 1995 Share Award Plan (formerly known as the
Santa Anita Operating Company 1995 Share Award Plan) (the "MOC Plan"), approved
by the stockholders of Operating on November 5, 1997, (iii) the grant of
performance share awards under each of the MC Plan and the MOC Plan, and (iv)
the exercise of currently outstanding Meditrust stock options which have been
assumed by MC under the Realty Plan (the "Meditrust Options"), all pursuant to
the Registration Statement on Form S-8 (the "Registration Statement"), filed
with the Securities and Exchange Commission on November 7, 1997, you have
requested our opinion set forth below. Such shares of MC Common Stock and MOC
Common Stock, which will be paired for transfer and trading purposes, are
referred to herein as "Shares."








Meditrust Corporation
Meditrust Operating Company
November 7, 1997
Page 2


         We have considered such facts and examined such questions of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.

         We are opining only as to the General Corporation Law of the State of
Delaware and we express no opinion with respect to the applicability or the
effect of any other laws or as to any matters of municipal law or of any other
local agencies within any state.

         Subject to the foregoing and in reliance thereon, in our opinion, upon
payment for and delivery of the Shares in accordance with the terms and
conditions set forth in the MC Plan and the MOC Plan, and the countersigning of
the certificate or certificates representing the Shares by a duly authorized
signatory of the registrar for the MC Common Stock and the MOC Common Stock, the
Shares will be duly authorized, validly issued, fully paid and non-assessable.

         We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                  Very truly yours,


                                  NUTTER, McCLENNEN & FISH, LLP