<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>3
<FILENAME>dex81.txt
<DESCRIPTION>EXHIBIT 8.1
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                                                                     Exhibit 8.1
                                                                     -----------



                                 June 19, 2001


Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, MD 20852
Ladies and Gentlemen:

          We have acted as counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
Company's registration of $7,000,000 of Common Shares of Beneficial Interest,
par value $.01, of the Company (the "Shares"), as more fully described in the
Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on or about March 12, 2001 ("Registration Statement" which
includes the "Prospectus").  In connection with such issuance, we have been
asked to provide you with an opinion regarding certain federal income tax
matters related to the Company.  Unless otherwise defined herein or the context
hereof otherwise requires, each term used herein with initial capitalized
letters has the meaning given to such term in the Prospectus.

Basis for Opinions

          The opinions set forth in this letter are based on relevant current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations thereunder (including proposed and temporary Treasury
regulations), and interpretations of the foregoing as expressed in court
decisions, legislative history, and administrative determinations of the
Internal Revenue Service (the "IRS") (including its practices and policies in
issuing private letter rulings, which are not binding on the IRS, except with
respect to a taxpayer that receives such a ruling), all as of the date hereof.
These provisions and interpretations are subject to changes (which may apply
retroactively) that might result in material modifications of our opinions.

          Our opinions do not foreclose the possibility of a contrary
determination by the IRS or a court of competent jurisdiction, or of a contrary
position by the IRS or the Treasury Department in regulations or rulings issued
in the future.  In this regard, although we believe that our opinions set forth
herein will be sustained if challenged, an opinion of counsel with respect to an
issue is not binding on the IRS or the courts, and is not a guarantee that the
IRS will not assert
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Federal Realty Investment Trust
June 19, 2001
Page 2 of 6


a contrary position with respect to such issue or that a court will not sustain
such a position asserted by the IRS.

          In rendering the following opinions, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinions, including (but not
limited to) the following:

          (1) the Registration Statement, as amended through the date hereof;

          (2) the Declaration of Trust of the Company dated May 5, 1999, as
amended through the date hereof (the "Declaration of Trust");

          (3) the Bylaws of the Company, as amended to the date hereof;

          (4) the articles of incorporation, bylaws and stock ownership
information for Street Retail, Inc., Street Retail West GP, Inc., SRI San
Antonio, Inc., SRI Texas, Inc., Federal Realty Partners, Inc., FRLP, Inc.,
JS&DB, Inc., FRIT-WM, Inc., FRIT Leasing & Development Services, Inc., SRI
Holding Co., Inc., San Jose Residential, Inc., Ravenswood Development Services,
Inc., and FRIT Property Services, Inc.;

          (5) the partnership agreement or limited liability company operating
agreement, as applicable, used to organize and operate the partnerships or
limited liability companies in which the Company owns an interest as set forth
in Schedule A attached hereto; and
   ----------

          (6) such other instruments and documents related to the organization
and operation of the Company as we have deemed necessary or appropriate.

          The opinions set forth in this letter also are premised on certain
written representations of the Company contained in a letter to us on or about
the date hereof regarding the assets, operations and activities of the Company
(the "Management Representation Letter").

          For purposes of rendering our opinions, we have not made an
independent investigation or audit of the facts set forth in the above
referenced documents, including the Registration Statement and the Management
Representation Letter.  We consequently have relied upon the representations in
the Management Representation Letter that the information presented in such
documents or otherwise furnished to us is accurate and assumed that the
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Federal Realty Investment Trust
June 19, 2001
Page 3 of 6



information presented in such documents or otherwise furnished to us is accurate
and complete in all material respects.  After reasonable inquiry, however, we
are not aware of any material facts or circumstances contrary to, or
inconsistent with, the representations we have relied upon as described herein
or other assumptions set forth herein.  Finally, our opinion is limited to the
tax matters specifically covered herein, and we have not addressed, nor have we
been asked to address, any other tax matters relevant to the Company.

          In connection with our opinion, we have assumed, with your consent:

   (1)  that all of the representations and statements set forth in the
        documents (including, without limitation, the Management Representation
        Letter) we reviewed are true and correct, and all of the obligations
        imposed by any such documents on the parties thereto, including
        obligations imposed under the Company's articles of incorporation, have
        been and will be performed or satisfied in accordance with their terms;

   (2)  the genuineness of all signatures, the proper execution of all
        documents, the authenticity of all documents submitted to us as
        originals, the conformity to originals of documents submitted to us as
        copies, and the authenticity of the originals from which any copies were
        made;

   (3)  that the Company and each of the partnership, limited liability company
        or corporate subsidiary entities have been and will continue to be
        operated in the manner described in the relevant partnership agreement,
        articles (or certificate) of incorporation or other organizational
        documents and in the Prospectus and Management Representation Letter;
        and

   (4)  that we have been provided with all written agreements related to the
        ownership of the stock of any corporations in which the Company owns an
        interest, directly or indirectly (the "Corporate Affiliates") and no
        oral agreements or understandings exist or have existed between the
        Company and other securityholders of any of the Corporate Affiliates or
        the Corporate Affiliates themselves that are inconsistent with the
        Company being considered to be the beneficial owner, directly or
        indirectly, of 10% or less of either (a) the outstanding voting
        securities or (b) at the end of any calendar quarter beginning on or
        after January 1, 2001, the total value of the outstanding securities, of
        any Corporate Affiliate that does not qualify as either a "qualified
        REIT subsidiary" as
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Federal Realty Investment Trust
June 19, 2001
Page 4 of 6



        defined in Section 856(i) of the Code or, after January 1, 2001, a
        "taxable REIT subsidiary" as defined in Section 856(l) of the Code.

Opinions

          Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion that:

          1.    the Company has been organized and has operated in conformity
with the requirements for qualification as a real estate investment trust
("REIT") under the Code for its taxable years ended December 31, 1995, December
31, 1996, December 31, 1997, December 31, 1998, December 31, 1999 and December
31, 2000 and the Company's organization and proposed method of operation (as
described in the Management Representation Letter and in the Prospectus) will
enable it to continue to meet the requirements for qualification and taxation as
a REIT under the Code; and

          2.  the discussion in the Prospectus under the caption "Federal Income
Tax Consequences" accurately describes, in all material respects, the federal
income tax consequences anticipated to be material to a holder of shares with
respect to the acquisition, ownership, and disposition of shares.

          An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome on the merits and is not binding on the IRS or
the courts.  There can be no assurance that positions contrary to our opinion
will not be taken by the IRS or that a court considering the issues would not
hold contrary to such opinion.

          We assume no obligation to advise you of any changes in our opinions
or of any new developments in the application or interpretation of the federal
income tax laws subsequent to the date of this opinion letter.  The Company's
qualification and taxation as a REIT depend upon the Company's ability to meet
on a continuing basis, through actual annual operating and other results, the
various requirements under the Code with regard to, among other things, the
sources of its gross income, the composition of its assets, the level of its
distributions to stockholders, and the diversity of its stock ownership.  We
will not review the Company's compliance with these requirements on a continuing
basis.  Accordingly, no assurance can be given that the actual results of the
operations of the Company, the Corporate Affiliates and Partnership
Subsidiaries, the sources of their income,
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Federal Realty Investment Trust
June 19, 2001
Page 5 of 6


the nature of their assets, the level of the Company's distributions to its
stockholders and the diversity of the Company's stock ownership for any given
taxable year will satisfy the requirements under the Code for qualification and
taxation as a REIT.

          This opinion letter has been prepared for your use in connection with
the filing of the Registration Statement and speaks as of the date hereof.  We
hereby consent to the filing of this opinion letter as Exhibit 8.1 to the
                                                       -----------
Registration Statement, and to the reference to Hogan & Hartson L.L.P. under the
caption "LEGAL MATTERS" and "FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus.
In giving this consent, however, we do not admit thereby that we are an "expert"
within the meaning of the Securities Act of 1933, as amended.

                                            Very truly yours,



                                            /s/ HOGAN & HARTSON L.L.P.
<PAGE>

                                   Schedule A
                                   ----------
Street Retail West I, L.P.
Street Retail West II, L.P.
Street Retail West 3, L.P.
Street Retail West 4, L.P.
Street Retail West 6, L.P.
Street Retail West 7, L.P.
Street Retail West 9, L.P.
Street Retail West 10, L.P.
Street Retail Tempe I, LLC
Street Retail Forest Hills I, LLC
Street Retail Forest Hills II, LLC
Street Retail San Antonio, LP
FR Pike 7 Limited Partnership
FR Leesburg Plaza, LLC
FR Leesburg Plaza, LP
Federal Realty Partners L.P.
FRIT Leasing & Development Services, Inc.
FRIT Property Services, Inc.
Ravenswood Development Services, Inc.
Federal Realty Investment Trust
SRI Old Town, LLC
Street Retail, Inc.
Street Retail West GP, Inc.
Federal Realty Partners, Inc.
Loehmann's Plaza Limited Partnership
FR Associates Limited Partnership
Andorra Associates
Berman Enterprises II Limited Partnership
Governor Plaza Associates
Shopping Center Associates
Virginia Real Estate Investors Limited Partnership
FRIT Escondido Promenade, LLC
Congressional Plaza Associates
San Jose Residential, Inc.
FR Federal Plaza, LLC
FR Federal Plaza, Inc.
FRLP, Inc.
FRIT-WM, Inc.
JS&DB, Inc.
SRI Holding Company, Inc.
SRI Texas, Inc.
SRI San Antonio, Inc.
FRIT San Jose Town and Country Village, LLC
580 Market, LLC
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