                                                                 EXHIBIT 5.2


             [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]







                                 March 8, 2002


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02158
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109

         Re:      Registration  Statement  on Form  S-3,  to be  filed  with the
                  United States  Securities and Exchange  Commission on or about
                  March 8, 2002

Ladies and Gentlemen:

         We have served as Maryland counsel to Hospitality  Properties  Trust, a
Maryland  real estate  investment  trust (the  "Company"),  in  connection  with
certain matters of Maryland law arising out of the registration of the following
securities  having an aggregate  initial offering price of up to  $2,006,423,166
(collectively,  the  "Securities"):  (i) debt  securities of the Company  ("Debt
Securities");  (ii) preferred shares of beneficial interest,  without par value,
of the Company ("Preferred Shares");  (iii) depositary shares representing whole
or fractional interests in Preferred Shares ("Depositary  Shares");  (iv) common
shares of beneficial interest, $.01 par value per share, of the Company ("Common
Shares");  and (v)  warrants  to purchase  Debt  Securities,  Preferred  Shares,
Depositary  Shares or Common Shares of the Company  ("Warrants")  covered by the
above-referenced   Registration  Statement,  and  all  amendments  thereto  (the
"Registration  Statement"),  to be filed by the Company  with the United  States
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933,  as amended  (the "1933 Act").  Capitalized  terms used but not defined
herein shall have the meanings given to them in the Registration Statement.

         In connection with our  representation  of the Company,  and as a basis
for the opinion  hereinafter  set forth, we have examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (collectively, the "Documents"):
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Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 2


         1.  The  Registration  Statement  and the  related  form of  prospectus
included therein in the form in which it was transmitted to the Commission under
the 1933 Act;

         2. The Amended and Restated  Declaration of Trust,  as amended,  of the
Company (the "Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");

         3. The Bylaws of the  Company,  certified  as of the date  hereof by an
officer of the Company;

         4. A  certificate  of the SDAT as to the good  standing of the Company,
dated as of a recent date;

         5.  Resolutions  adopted by the Board of Trustees  of the Company  (the
"Board")  relating to the  registration of the  Securities,  certified as of the
date hereof by an officer of the Company (the "Resolutions");

         6. A certificate executed by an officer of the Company, dated as of the
date hereof; and

         7. Such other  documents  and  matters as we have deemed  necessary  or
appropriate to express the opinion set forth below,  subject to the assumptions,
limitations and qualifications stated herein.

         In  expressing  the  opinion  set  forth  below,  we have  assumed  the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.

         2. Each individual  executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

         3. Each of the parties  (other than the Company)  executing  any of the
Documents has duly and validly  executed and delivered  each of the Documents to
which such party is a signatory,  and such party's obligations set forth therein
are legal,  valid and binding and are  enforceable in accordance with all stated
terms.

         4. All  Documents  submitted  to us as  originals  are  authentic.  All
Documents  submitted  to us as certified or  photostatic  copies  conform to the
original documents. All signatures on all such Documents are genuine. All public
records  reviewed or relied  upon by us or on our behalf are true and  complete.
All  representations,  warranties,  statements and information  contained in the
Documents are true and complete.  There has been no oral or
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Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 3


written modification of or amendment to any of the Documents, and there has been
no waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.

         5. The Securities will not be issued or transferred in violation of any
restriction or limitation  contained in Section 5.14 (Shareholders'  Disclosure;
Restrictions  on Share  Transfer;  Limitation on Holdings) of the Declaration of
Trust.

         6. In accordance with the Declaration of Trust and the Resolutions, the
issuance of, and certain  terms of, the  Securities  to be issued by the Company
from  time to time will be  authorized  and  approved  by the  Board,  or a duly
authorized  committee  thereof,  in accordance  with the Maryland REIT Law (such
approval referred to herein as the "Trust Proceedings").

         Based upon the foregoing,  and subject to the assumptions,  limitations
and qualifications stated herein, it is our opinion that:

         1. The  Company  is a real  estate  investment  trust  duly  formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

         2.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities that are Debt Securities, the issuance of the Debt Securities will be
duly authorized.

         3.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities that are Preferred  Shares (the "Preferred  Securities")  and the due
execution,  countersignature  and delivery of certificates  evidencing Preferred
Securities  and assuming that the sum of (a) all  Preferred  Shares issued as of
the date hereof, (b) any Preferred Shares issued between the date hereof and the
date on which any of the Preferred Securities are actually issued (not including
any of the  Preferred  Securities)  and (c) the  Preferred  Securities  will not
exceed the total number of Preferred  Shares that the Company is then authorized
to issue,  the Preferred  Securities  will be duly  authorized  and, when and if
delivered  against  payment  therefor in accordance with the Resolutions and the
Trust Proceedings, will be validly issued, fully paid and nonassessable.

         4.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities  that  are  Common  Shares  (the  "Common  Securities")  and  the due
execution,  countersignature  and  delivery of  certificates  evidencing  Common
Securities  and assuming  that the sum of (a) all Common Shares issued as of the
date hereof,  (b) any Common Shares issued  between the date hereof and the date
on which any of the Common  Securities are actually issued (not including any of
the Common  Securities) and (c) the Common  Securities will not exceed the total
number of Common Shares that the Company is then authorized to issue, the Common
Securities will be duly  authorized  and, when and if delivered  against payment
therefor in accordance with the Resolutions and the Trust  Proceedings,  will be
validly issued, fully paid and nonassessable.

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Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 4


         5.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities  that  are  Warrants,  the  issuance  of the  Warrants  will  be duly
authorized.

         The foregoing  opinion is limited to the laws of the State of Maryland,
and we do not express any opinion herein  concerning any other law or concerning
any document  not  governed by the laws of the State of Maryland.  We express no
opinion  as to  compliance  with,  or the  applicability  of,  federal  or state
securities  laws,  including the securities  laws of the State of Maryland.  The
opinion  expressed  herein is subject to the effect of judicial  decisions which
may  permit  the  introduction  of parol  evidence  to  modify  the terms or the
interpretation of agreements.

         We assume no obligation to  supplement  this opinion if any  applicable
law changes  after the date hereof or if we become  aware of any fact that might
change the opinion expressed herein after the date hereof.

         This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly,  may not be relied
upon by,  quoted in any manner to, or  delivered  to any other  person or entity
without, in each instance, our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                    Very truly yours,



                                    /s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP

