Exhibit 8.1

November 6, 2013

Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY  11804


Ladies and Gentlemen:

       We have acted as special tax counsel to Power REIT, a Maryland
real estate investment trust (the "Company"), in connection with the
offering of Series A Cumulative Redeemable Perpetual Preferred Stock,
par value $0.001 per share, with liquidation preference value of
$25.00 per share, (the "Series A Shares") of the Company, not to
exceed 150,000 shares, pursuant to a preliminary prospectus supplement
dated November 6, 2013 (the "Prospectus Supplement"), which
supplements a prospectus dated May 10, 2012 (the "2012 Prospectus")
included in the Company's Registration Statement on Form S-3 (Reg. No.
333-180693) (the "Registration Statement"). You have requested our
opinion as to the accuracy of the discussions contained under the
section entitled "Additional Material United States Federal Income Tax
Considerations" in the Prospectus Supplement and the section entitled
"Material United States Federal Income Tax Considerations" in the 2012
Prospectus.

       In rendering our opinion, we have considered applicable
provisions of the Internal Revenue Code of 1986, as amended, (the
"Code"), its legislative history, judicial authority, current
administrative rulings and practice, and existing and proposed
Treasury Regulations, all as in effect and existing on the date hereof
(collectively referred to as the "Federal Income Tax Laws").  It
should be noted that the Federal Income Tax Laws are subject to
changes, which may be retroactive. Any changes may materially modify
our conclusions herein. We assume no responsibility to either advise
you of any changes in the Federal Income Tax Laws or to update this
opinion letter from time to time. We express no opinion herein as to
any other laws, statutes, regulations, or ordinances. Moreover, there
can be no assurance that the Internal Revenue Service (the "IRS") or a
court will accept our conclusions contained in this opinion. Although
we believe that our conclusions as stated below will be sustained if
challenged, our opinion is not binding on the IRS or the courts, and
is not a guarantee that the IRS will not assert a contrary position
with respect to such issue or that a court will not sustain a contrary
position asserted by the IRS.

       For purposes of this opinion letter, we reviewed (1) Amendment
No. 1 to the Registration Statement dated May 10, 2012, (2) the 2012
Prospectus, and (3) the Prospectus Supplement. We have assumed that
all of the representations and statements set forth in such documents
are true and correct, and all of the obligations imposed by any such
documents on the parties thereto have been and will continue to be
performed or satisfied in accordance with their terms. We also have
assumed the genuineness of all signatures, the proper execution of all
documents, the accuracy and completeness of all documents submitted to
us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as
copies (including telecopies). This opinion letter is given, and all
statements herein are made, in the context of the foregoing. For
purposes of rendering our opinion, we have not made an independent
investigation of the facts set forth in any of the above-referenced
documents, including the 2012 Prospectus and the Prospectus
Supplement. We consequently have relied upon representations and
information presented in such documents.

       Based upon, subject to and limited by the foregoing, it is our
opinion that the discussion set forth in the Prospectus Supplement
under the section entitled "Additional Material United States Federal
Income Tax Considerations" and the discussion set forth in the 2012
Prospectus under the section entitled "Material United States Federal
Income Tax Considerations" represents our opinion as to the matters
discussed therein as of the date of this opinion.

       This opinion letter has been prepared solely for your use in
connection with the filing of the Prospectus Supplement and speaks as
of the date hereof. We assume no responsibility to advise you of any
changes in the facts as stated or assumed herein, or any subsequent
changes in applicable law.

       We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and the references to this firm
under the caption "Legal Matters" in the Prospectus Supplement and the
2012 Prospectus. In giving such consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933,
as amended.


Very truly yours,



/s/ Leech Tishman Fuscaldo & Lampl, LLC