EXHIBIT 8.1
<Table>
IN WASHINGTON, D.C. SULLIVAN & WORCESTER LLP IN NEW YORK CITY
1666 K STREET, N.W. ONE POST OFFICE SQUARE 565 FIFTH AVENUE
WASHINGTON, D.C. 20006 BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10017
(202) 775-1200 (617) 338-2800 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 617-338-2880 FAX NO. 646-865-1494
</Table>
April 11, 2003
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the registration by Senior Housing Properties
Trust, a Maryland real estate investment trust (the "Company"), of
$150,000,000 of its 7 7/8% Senior Notes due 2015, the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"SEC") as Exhibit 8.1 to the Company's Current Report on Form 8-K to be filed
within one week of the date hereof, under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
We have acted as counsel for the Company in connection with its
Registration Statement on Form S-3, File No. 333-76588 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), and we
have reviewed originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement, corporate records, certificates and
statements of officers and accountants of the Company and of public officials,
and such other documents as we have considered relevant and necessary in order
to furnish the opinion hereinafter set forth. Specifically, and without limiting
the generality of the foregoing, we have reviewed: (i) the Company's declaration
of trust, as amended and restated, and the by-laws of the Company, as amended
and restated; (ii) the prospectus supplement dated April 11, 2003 (the
"Prospectus Supplement") to the final prospectus dated January 30, 2002 (as
supplemented by the Prospectus Supplement, the "Prospectus") which forms a part
of the Registration Statement; and (iii) the sections in the Company's Form 10-K
for the year ended December 31, 2002 captioned "Federal Income Tax
Considerations" and "ERISA Plans, Keogh Plans and Individual Retirement
Accounts." With respect to all questions of fact on which the opinion set forth
below is based, we have assumed the accuracy and completeness of and have relied
on the information set forth in the Prospectus and the Form 10-K and in the
documents incorporated therein by
Senior Housing Properties Trust
April 11, 2003
Page 2
reference, and on representations made to us by officers of the Company. We have
not independently verified such information.
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively, the "Tax Laws"), and upon the
Employee Retirement Income Security Act of 1974, as amended, the Department of
Labor regulations issued thereunder, published administrative interpretations
thereof, and judicial decisions with respect thereto, all as of the date hereof
(collectively, the "ERISA Laws"). No assurance can be given that the Tax Laws or
the ERISA Laws will not change. In preparing the discussions with respect to Tax
Laws and ERISA Laws matters in the sections of the Form 10-K captioned "Federal
Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement Accounts" and in the section of the Prospectus Supplement captioned
"Material federal income tax consequences," we have made certain assumptions and
expressed certain conditions and qualifications therein, all of which
assumptions, conditions and qualifications are incorporated herein by reference.
With respect to all questions of fact on which our opinion is based, we have
assumed the initial and continuing truth, accuracy and completeness of: (i) the
information set forth in the Form 10-K, the Prospectus, and in the documents
incorporated therein by reference; and (ii) representations made to us by
officers of the Company or contained in the Form 10-K or the Prospectus in each
such instance without regard to qualifications such as "to the best knowledge
of" or "in the belief of".
We have relied upon, but not independently verified, the foregoing
assumptions. If any of the foregoing assumptions are inaccurate or incomplete
for any reason, or if the transactions described in the Form 10-K or the
Prospectus (or the documents incorporated in either by reference) have been
consummated in a manner that is inconsistent with the manner contemplated
therein, our opinion as expressed below may be adversely affected and may not be
relied upon.
Based upon and subject to the foregoing, we are of the opinion that the
discussions with respect to Tax Laws and ERISA Laws matters in the sections of
the Form 10-K captioned "Federal Income Tax Considerations" and "ERISA Plans,
Keogh Plans and Individual Retirement Accounts," as supplemented by the
discussion in the Prospectus Supplement captioned "Material federal income tax
consequences," in all material respects are accurate and fairly summarize the
Tax Laws issues and the ERISA Laws issues addressed therein, and hereby confirm
that the opinions of counsel referred to in said sections represent our opinions
on the subject matter thereof.
Our opinion above is limited to the matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
matters or any other transactions. Further, we disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in the Tax Laws or the ERISA Laws.
Senior Housing Properties Trust
April 11, 2003
Page 3
This opinion is intended solely for the benefit and use of the Company,
and is not to be used, released, quoted, or relied upon by anyone else for any
purpose (other than as required by law) without our prior written consent. We
hereby consent to filing of a copy of this opinion as an exhibit to the Form
8-K, which is incorporated by reference in the Company's Registration Statement
under the Act, and to the references to our firm in the Form 10-K and the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or under the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
----------------------------------