                                                                     Exhibit 8.1




                                                              December 5, 2002




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 up to 3,450,000 shares
of its 8.875% Series B  Cumulative  Redeemable  Preferred  Shares (the "Series B
Preferred  Shares"),  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  Statements on Forms S-3, File No. 333-43573 and File No. 333-84064
(the  "Registration  Statements"),  under the Securities Act of 1933, as amended
(the  "Act").  We have  reviewed  originals  or copies,  certified  or otherwise
identified  to  our  satisfaction,   of  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. In doing so, we have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies,  and the authenticity of the originals of such documents.  Specifically,
and without limiting the generality of the foregoing,  we have reviewed: (i) the
declaration of trust, as amended, restated and supplemented, and the by-laws, as
amended and  restated,  of the Company;  (ii) the  prospectus  supplement  dated
December 5, 2002 (the  "Prospectus  Supplement") to the final  prospectus  dated
March 20, 2002 (as supplemented by the Prospectus Supplement,  the "Prospectus")
which forms a part of the Registration Statements; and (iii) the sections in the
Company's Form 10-K for the year ended  December 31, 2001 (the "Annual  Report")
captioned "Federal Income Tax  Considerations" and "ERISA Plans, Keogh Plans and
Individual Retirement Accounts."

<PAGE>

Hospitality Properties Trust
December 5, 2002
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,  "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, "ERISA Laws"). No assurance can be given that the Tax Laws or the
ERISA Laws will not change.  In preparing  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  section  of  the  Prospectus
Supplement captioned "Federal Income Tax and ERISA Considerations", we have made
certain assumptions and expressed certain conditions and qualifications therein,
all of which assumptions,  conditions and qualifications are incorporated herein
by  reference.  With  respect to all  questions  of fact on which our opinion is
based,  we  have  assumed  the  initial  and  continuing  truth,   accuracy  and
completeness  of:  (i) the  information  set  forth in the  Annual  Report,  the
Prospectus,  and in the documents  incorporated  therein by reference;  and (ii)
representations made to us by officers of the Company or contained in the Annual
Report or the Prospectus in each such instance without regard to  qualifications
such as "to the best knowledge of" or "in the belief of".

         We have relied upon,  but not  independently  verified,  the  foregoing
assumptions.  If any of the foregoing  assumptions  are inaccurate or incomplete
for any  reason,  if the  transactions  described  in the  Annual  Report or the
Prospectus,  or the  documents  incorporated  therein  by  reference,  have been
consummated  in a  manner  that is  inconsistent  with the  manner  contemplated
therein, or if the issuance of the Series B Preferred Shares is consummated in a
manner  that is  inconsistent  with the manner in which it is  described  in the
Prospectus, our opinion as expressed below may be adversely affected and may not
be relied upon.

         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
section 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.

         Our  opinion  above is  limited  to the  matters  specifically  covered
hereby, and we have not been asked to address, nor have we addressed,  any other
matters or any other  transactions.  Further,  we disclaim  any  undertaking  to
advise you of any  subsequent  changes of the  matters  stated,  represented  or
assumed herein or any subsequent changes in the Tax Laws or ERISA Laws.

<PAGE>

Hospitality Properties Trust
December 5, 2002
Page 3


         We hereby consent to the  incorporation of this opinion by reference as
an exhibit to the  Registration  Statements  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






