<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>6
<FILENAME>dex81.txt
<DESCRIPTION>OPINION
<TEXT>
<PAGE>


                                                                     Exhibit 8.1

                     [LETTERHEAD OF HOGAN & HARTSON L.L.P.]

                                  June 11, 2002

Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, MD 20852

Ladies and Gentlemen:

     We have acted as special tax counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
sale and issuance of up to 2,185,000 shares of the Company's common shares of
beneficial interest, par value $0.01 per share (the "Shares") pursuant to the
terms of the Underwriting Agreement dated June 6, 2002 by and between the
Company and First Union Securities, Inc., as more fully described in the
Company's prospectus supplement dated June 6, 2002 (the "Prospectus Supplement",
which includes the documents incorporated therein by reference, including
without limitation the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 28, 2002 (the "Company's Form
8-K")), to the Company's prospectus dated September 30, 1998 (the "Prospectus").
In connection therewith, 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 and Prospectus Supplement.

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



<PAGE>

Federal Realty Investment Trust
June 10, 2002
Page 2 of 5

                  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 Prospectus, Prospectus Supplement and Company's
Form 8-K, 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., FR
Federal Plaza, Inc., JS&DB, Inc., FRIT Leasing & Development Services, Inc., SRI
Holding Co., Inc., San Jose Residential, Inc., Ravenswood Development Services,
Inc., FRIT Property Services, Inc.; Federal Realty Management Services, Inc.;
Santana Row Services, Inc.; and Santana Row ROF, 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 (the "Partnership Subsidiaries") 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 Prospectus, Prospectus Supplement,
Company's Form 8-K 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 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.




<PAGE>

Federal Realty Investment Trust
June 10, 2002
Page 3 of 5

          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
               declaration of trust, 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,
               Prospectus Supplement, Form 8-K 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 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:


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Federal Realty Investment Trust
June 10, 2002
Page 4 of 5

          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, 1997, December
31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001 and the
Company's organization and proposed method of operation (as described in the
Prospectus, Prospectus Supplement, Company's Form 8-K and Management
Representation Letter) 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 Company's Form 8-K under the caption
"Federal Income Tax Consequences", which is incorporated by reference into the
Prospectus, accurately describes in all material respects, the federal income
tax consequences anticipated to be material to a purchaser of Shares in the
offering pursuant to the Prospectus Supplement 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, 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.


<PAGE>

Federal Realty Investment Trust
June 10, 2002
Page 5 of 5

               This opinion letter has been prepared solely for your use in
connection with the sale and issuance of the Shares and speaks only as of the
date hereof. This opinion may not be relied upon by you or any other person
other than in connection with the sale and issuance of the Shares. 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" in the Prospectus Supplement. 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.

                                           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.
SRI Old Town, LLC
Loehmann's Plaza Limited Partnership
FR Associates Limited Partnership
Andorra Associates
Berman Enterprises II Limited Partnership
Governor Plaza Associates
Shopping Center Associates
FRIT Escondido Promenade, LLC
Congressional Plaza Associates
FR Federal Plaza, LLC
FRIT San Jose Town and Country Village, LLC
La Rive Gauche San Jose, LLC
Straits Santana Row, LLC
Village Cafe Santana Row, LLC
Blowfish SR, LLC
Yankee Pier Santana Row, LLC



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