[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"). This opinion is
rendered to you in connection with the satisfaction of Section 6.01(e)(i) of the
Agreement and Plan of Merger among La Quinta, Meditrust, and Meditrust Operating
Company, a Delaware corporation ("Meditrust Operating"), dated as of January 3,
1998, as amended (the "Merger Agreement").

     In formulating our opinion, we examined such documents as we deemed
appropriate, including 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").

Discussion

     Among the various statutory, regulatory, and judicial requirements which
must be satisfied for a transaction to constitute a "reorganization" under the
Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations require that a transaction such as the Merger preserve a continuity
of business enterprise ("COBE") under modified corporate form. Generally, COBE
requires that an acquiring corporation either continue a target corporation's
historic business or use a significant portion of such target corporation's
historic business assets in a business.

     In the Meditrust Certificate, Meditrust has represented that it has no plan
or intention (and at all times through the Effective Date, will have no plan or
intention) to sell or otherwise dispose of any of the assets of La Quinta to be
acquired in the Merger, except for (i) dispositions made in the ordinary course
of business, (ii) a contribution (the "Drop-Down") of all or a part of such
assets to a partnership with Meditrust as the sole general partner and in which
Meditrust would hold more than 80% of both of the capital and profits interests
or (iii) possible transfers of management assets to a non-controlled subsidiary.
Meditrust is not, however, obligated to effect the Drop-Down following the
Merger. Under certain informal pronouncements of the Internal Revenue Service
(the "IRS"), the Drop-Down might be viewed as causing the Merger to fail the
COBE requirement and therefore be disqualified as a tax-free reorganization.

     Subsequent to the execution of the Merger Agreement on January 3, 1998, the
IRS issued final regulations (the "Final Regulations") addressing asset
transfers following mergers intended to constitute "reorganizations" under
Section 368(a) of the Code. Asset transfers such as the Drop-Down are covered by
the Final Regulations, which generally provide that such asset transfers will
not disqualify transactions otherwise qualifying as reorganizations.

     The Final Regulations have a prospective effective date and are applicable
only to transactions occurring on or after January 28, 1998, except that the
Final Regulations do not apply to transactions occurring pursuant to a written
agreement which is (subject to customary conditions) binding on such date (such
as the Merger Agreement). Accordingly, the Final Regulations are not, by their
terms, applicable to the Merger. The Treasury Decision promulgating the Final
Regulations states, however, that no inference should be drawn from the Final
Regulations as to whether transactions not subject to the Final Regulations
otherwise

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La Quinta Inns, Inc.
May 15, 1998
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qualify as reorganizations. In addition, the Final Regulations provide that in
determining whether certain asset transfers such as the Drop-Down would prevent
a transaction from qualifying as a reorganization, other relevant provisions of
law must be considered, including the "step-transaction" doctrine. In general,
under the "step transaction" doctrine, and under appropriate circumstances,
purportedly separate and independent "steps" may be considered together for
purposes of analyzing the federal income tax consequences of a transaction. In
this regard, Meditrust has represented in the Meditrust Certificate that (i)
while it has considered and may subsequently effect the Drop-Down, Meditrust has
no present plan or intention to effect the Drop-Down and (ii) Meditrust will not
effect the Drop-Down unless it has received a favorable ruling from the IRS or
an opinion of its counsel providing that the Drop-Down will not adversely affect
the Merger's satisfaction of the "continuity of business enterprise" and
"continuity of interest" requirements set forth in Treasury Regulations Sections
1.368-1 and 1.368-2, as in effect immediately prior to January 23, 1998.

Opinion

     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, for federal income tax purposes, the Merger will
constitute a reorganization within the meaning of Section 368(a) of the Code,
and, as so treated, each of La Quinta and Meditrust will be a party to the
reorganization within the meaning of Section 368(b) of the Code.

     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 Code, 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.

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La Quinta Inns, Inc.
May 15, 1998
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     This opinion is rendered only to you, and is solely for the use of La
Quinta, Meditrust and their respective shareholders in connection with the
satisfaction of Section 6.01(e)(i) of the Merger Agreement. This opinion may not
be relied upon by them 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.

      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 headings "Federal Income Tax Considerations" and "Legal Matters" in the
Registration Statement.

                                          Very truly yours,

                                          /s/ Latham & Watkins


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