May 18, 1998





Meditrust Corporation
197 First Avenue
Needham, Massachusetts 02194

         Re: Merger of La Quinta Inns, Inc. and Meditrust Corporation
             --------------------------------------------------------

Ladies and Gentlemen:

      This opinion is delivered to you in our capacity as counsel to Meditrust
Corporation ("Meditrust"), a Delaware corporation, in connection with a
pre-effective amendment to Registration Statement Nos. 333-47737 and
333-47737-01 filed with the Securities and Exchange Commission (the "SEC") on
Form S-4 on or about the date hereof regarding the merger (the "Merger") of La
Quinta Inns, Inc. ("La Quinta"), a Texas corporation, with and into Meditrust
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of
January 3, 1998, as amended, among La Quinta, Meditrust, and Meditrust Operating
Company, a Delaware corporation. This opinion relates (i) to the qualification
of the Merger as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) to the status
of La Quinta and Meditrust as a party to such reorganization within the meaning
of Section 368(b) of the Code.

      For purposes of the opinion set forth below, we have reviewed and relied
upon the Merger Agreement (including exhibits thereto) and such other documents,
records and instruments as we have deemed necessary or appropriate as a basis
for our opinion. In addition, in rendering our opinion we have relied upon
certain statements, factual representations and warranties made by Meditrust and
La Quinta set forth in representation letters provided to us by Meditrust and La
Quinta in connection with the preparation of this opinion. We have assumed that
such statements, representations and warranties are true, correct, complete and
not breached and will continue to be so through the date of the Merger, that no
actions that are inconsistent with such statements, representations and
warranties will be taken and that all representations, statements and warranties
made to "the best knowledge of" any person or with






Meditrust Corporation
May 18, 1998
Page 2




similar qualification are and will be true, correct and complete as if made
without such qualification. We also have assumed (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as originals,
(iii) the conformity to the original documents of all documents submitted to us
as copies, (iv) the authority and capacity of the individual or individuals who
executed any such documents on behalf of any person, (v) the conformity to the
final documents of all documents submitted to us as drafts and (vi) the accuracy
and completeness of all records made available to us. In addition, we have
assumed that (i) the Merger will be consummated in accordance with the Merger
Agreement, (ii) the Merger will qualify as a merger under the applicable laws of
Delaware and Texas, (iii) each of La Quinta and Meditrust will comply with all
reporting obligations with respect to the Merger required under the Code and the
Treasury Regulations thereunder, and (iv) the Merger Agreement is valid and
binding in accordance with its terms.

      Any inaccuracy in, or breach of, any of the aforementioned statements,
representations, warranties and assumptions or any change after the date hereof
in applicable law could adversely affect our opinion. No ruling has been (or
will be) sought from the Internal Revenue Service by Meditrust or La Quinta as
to the federal income tax consequences of any aspect of the Merger.

      Based upon and subject to the foregoing, as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that (i) the Merger of La Quinta with and into Meditrust will qualify as a
reorganization within the meaning of Section 368(a) of the Code, and, (ii) as so
treated, Meditrust and La Quinta each will be a party to such reorganization
within the meaning of Section 368(b) of the Code.

                                   *   *   *

No opinion is expressed as to any matter not specifically addressed above.
Also, no opinion is expressed as to the tax consequences of any of the
transactions under any foreign, state, or local tax law. Furthermore, our
opinion is based on current federal income tax law and administrative practice,
and we do not undertake to advise you as to any changes after the date hereof in
federal income tax law or administrative practice that may affect our opinion.

      This opinion is being provided to you in connection with the transactions
set forth in the Merger Agreement and may not be relied upon by any other person
or used for any other purpose without our prior written consent. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein and under the heading
"Federal Income Tax Considerations" and "Legal Matters" in the Registration
Statement.



                                                    Very truly yours,


                                                /s/ Goodwin, Procter & Hoar  LLP
                                                    Goodwin, Procter & Hoar  LLP