EXHIBIT 8.1

                                SULLIVAN & WORCESTER LLP
                                 One Post Office Square
                               Boston, Massachusetts 02109

                                       May 5, 1999

Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

Ladies and Gentlemen:

           In connection with the registration by Hospitality Properties Trust,
a Maryland real estate investment trust (the "Company"), of its common shares of
beneficial interest, 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. 333-43573 (the "Registration 
Statement"), under the Securities Act of 1933, as amended (the "Act"), and we 
have examined 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 the Company's declaration of trust, as amended, restated and 
supplemented, the by-laws of the Company, the final prospectus supplement 
dated May 5, 1999 (the "Prospectus Supplement") to the final prospectus dated
January 15, 1998 (as supplemented by the Prospectus Supplement, the 
"Prospectus") which forms a part of the Registration Statement, and the 
Company's Annual Report on Form 10-K for the year ended December 31, 1998 
filed under the Exchange Act (the "Annual Report"). We have reviewed the 
sections of the Annual Report captioned "Federal Income Tax Considerations" 
and "ERISA Plans, Keogh Plans and Individual Retirement Accounts," as 
supplemented by the section in the Prospectus Supplement captioned "Federal 
Income Tax and ERISA Considerations." 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 Annual Report, and in the documents incorporated therein 
by reference, and on representations made to us by the officers of the 
Company. We have not independently verified such information.



Hospitality Properties Trust
May 5, 1999
Page 2


           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. The discussions with respect to Tax Laws and
ERISA Laws matters in the sections of the Annual Report captioned "Federal
Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement Accounts," and in the section of the Prospectus Supplement captioned
"Federal Income Tax and ERISA Considerations," are based on certain assumptions
and subject to certain conditions and qualifications therein, all of which
assumptions, conditions and qualifications are incorporated herein by reference.

           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 Annual Report captioned "Federal Income Tax Considerations" and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts," as supplemented by the
discussion in the Prospectus Supplement captioned "Federal Income Tax and ERISA
Considerations," in all material respects are accurate and fairly summarize the
Tax Laws issues and 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.

           We hereby consent to the incorporation of this opinion by reference
as an exhibit to the Registration Statement and to the reference to our firm in
the Prospectus. 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

                               SULLIVAN & WORCESTER LLP