[Letterhead of Latham & Watkins]


                                  May 15, 1998


La Quinta Inns, Inc.
112 E. Pecan Street
San Antonio, TX 78299

Gentlemen:

     We have acted as tax counsel to La Quinta Inns, Inc., a Texas corporation
("La Quinta"), in connection with its merger (the "Merger") with and into
Meditrust Corporation, a Delaware corporation ("Meditrust"). You have requested
our opinion regarding certain federal income tax consequences of the Merger.

     In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger among La Quinta,
Meditrust, and Meditrust Operating Company ("Meditrust Operating") dated as of
January 3, 1998, as amended (the "Merger Agreement"), the Joint Proxy
Statement/Prospectus filed by La Quinta and Meditrust with the Securities and
Exchange Commission (the "SEC") on February 13, 1998 (the "Joint Proxy
Statement"), and the Registration Statement on Form S-4, as filed by Meditrust
with the SEC on March 11, 1998, in which the Joint Proxy Statement/Prospectus is
included as a prospectus (with all amendments and exhibits thereto, the
"Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of La Quinta and Meditrust.

     Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger set forth in the Merger Agreement, the Joint Proxy
Statement, and the



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La Quinta Inns, Inc.
May 15, 1998
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Registration Statement, (2) the consummation of the Merger in the manner
contemplated by, and in accordance with the terms set forth in, the Merger
Agreement, the Joint Proxy Statement, and the Registration Statement and (3) the
accuracy of (i) the representations made by La Quinta, which are set forth in
the certificate delivered to us by La Quinta, dated the date hereof (the "La
Quinta Certificate"), (ii) the representations made by Meditrust, which are set
forth in the certificate delivered to us by Meditrust, dated the date hereof
(the "Meditrust Certificate"), and (iii) the representations made by certain
shareholders of La Quinta in certificates delivered to us by such persons, each
dated the date hereof (collectively, the "Shareholder Certificates").

     Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set
forth above (including the accuracy of the representations described above), we
are of the opinion that the information set forth in the Registration Statement
under the caption "Federal Income Tax Considerations -- Tax Consequences of the
Merger," to the extent that such information constitutes matters of law,
summaries of legal matters, or legal conclusions, is an accurate summary of the
material federal income tax consequences of the Merger to La Quinta and the
shareholders of La Quinta.

     We express no opinion concerning any tax consequences of the Merger other
than those specifically set forth herein.

     Our opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury Regulations promulgated thereunder, published
pronouncement of the Internal Revenue Service and case law, any of which may be
changed at any time with retroactive effect. Any change in applicable laws or
facts and circumstances surrounding the Merger, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied,
including those contained in the Merger Agreement, the Joint Proxy Statement,
the Registration Statement, the La Quinta Certificate, the Meditrust
Certificate, and the Shareholder Certificates, whether as of the date hereof or
at any time from the date hereof through and including the Effective Time, may
affect the continuing validity of the opinions set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.

     This opinion is rendered only to you, and is solely for your use and the
use of your shareholders in connection with the transactions set forth in the
Merger Agreement. This opinion may not be relied upon by you or your
shareholders for any other purpose, or furnished to, quoted to, or relied upon
by any other person, firm or corporation, for any purpose, without our prior
written consent.



                                   Very truly yours,

                                   /s/ Latham & Watkins




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