EXHIBIT 8


                              [FORM OF TAX OPINION]







November 20, 2002

iStar Financial Inc.
1114 Avenue of the Americas
New York, New York  10036

Re:   REIT STATUS OF ISTAR FINANCIAL INC.

Ladies and Gentlemen:

We have acted as counsel to iStar Financial Inc., a Maryland corporation (the
"Company"), in connection with the offer and sale by the Company and SOFI-IV SMT
Holdings, L.L.C., one of the Company's stockholders (the "Selling Stockholder"),
of an aggregate of 11,500,000 shares of common stock, par value $.001 per share,
of the Company (the "Securities"). This opinion is given pursuant to Section
5(b) of the Purchase Agreement, dated November 14, 2002 (the "Purchase
Agreement"), by and among the Company, the Selling Stockholder and you. Except
as otherwise indicated, terms used in this letter have the meanings given to
them in the Purchase Agreement.

In rendering the opinion expressed herein, we have examined and relied upon such
documents, records and instruments as we have deemed necessary in order to
enable us to render the opinion referred to in this letter. In our examination
of the foregoing documents, we have assumed, with your consent, that (i) all
documents reviewed by us are original documents, or true and accurate copies of
original documents, and have not been subsequently amended, (ii) the signatures
of each original document are genuine, (iii) each party who executed the
document had proper authority and capacity, (iv) all representations and
statements set forth in such documents are true and correct, (v) all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi) the Company at
all times has been and will continue to be organized and operated in accordance
with the terms of such documents.

For purposes of rendering the opinion stated below, we have also assumed, with
your consent, the accuracy of the representations contained in the certificate
of representations, dated the date hereof, provided to us by the Company (the
"Certificate"). These representations generally relate to the operation and
classification of the Company as a REIT.

Based upon and subject to the foregoing, we are of the opinion that for its
initial taxable year ended December 31, 1998, and for its taxable years ended
December 31, 1999, December 31, 2000, and



November 20, 2002                                                       Page 2


December 31, 2001, the Company was organized and has operated in conformity
with the requirements for qualification as a REIT under the Code, and the
Company's present and proposed method of operation, as represented by the
Company, will permit the Company to continue to so qualify.

The opinion stated above represents our conclusions as to the application of the
federal income tax laws existing as of the date of this letter, and we can give
no assurance that legislative enactments, administrative changes or court
decisions may not be forthcoming that would modify or supersede our opinion.
Moreover, there can be no assurance that positions contrary to our opinion will
not be taken by the Internal Revenue Service, or that a court considering the
issues would not hold contrary to such opinion. Further, the opinion set forth
above represents our conclusions based upon the documents, facts and
representations referred to above. Any material amendments to such documents,
changes in any significant facts or inaccuracy of such representations could
affect the opinion referred to herein. Moreover, the Company's qualification and
taxation as a REIT depend upon the Company's ability to meet, through actual
operating results, requirements under the Code regarding income, assets,
distributions and diversity of stock ownership. Because the Company's
satisfaction of these requirements will depend on future events, no assurance
can be given that the actual results of the Company's operations for any
particular taxable year will satisfy the tests necessary to qualify as or be
taxed as a REIT under the Code. Although we have made such inquiries and
performed such investigations as we have deemed necessary to fulfill our
professional responsibilities as counsel, we have not undertaken an independent
investigation of all of the facts referred to in this letter and the
Certificate.

The opinion set forth in this letter: (i) is limited to those matters expressly
covered; no opinion is to be implied in respect of any other matter; (ii) is as
of the date hereof; and (iii) is rendered by us solely for your benefit and may
not be provided to or relied upon by any person or entity other than you without
our express written consent, in each instance.

Very truly yours,