<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>4
<FILENAME>ex8-2.txt
<TEXT>

                                                                     Exhibit 8.2


[LETTERHEAD OF WILMER CUTLER PICKERING HALE AND DORR LLP]


January 12, 2005

Franklin Street Properties Corp.
401 Edgewater Place
Suite 200
Wakefield, MA  01880-6210

Re:   Certain Federal Income Tax Matters Related to Franklin Street Properties
      Corp.


Dear Ladies and Gentlemen:

      This opinion is being delivered to you in connection with filing of the
Consent Solicitation/ Prospectus on Form S-4 (the "Consent Solicitation") with
the Securities and Exchange Commission on January 12, 2005, relating to the
Agreement and Plan of Merger dated as of August 13, 2004 (the "Merger
Agreement"), by and among Franklin Street Properties Corp., a Maryland
corporation ("FSP Corp."), the four Delaware corporations listed on Exhibit A
hereto (each, an "Acquisition Subsidiary" and, collectively, the "Acquisition
Subsidiaries"), and the four other Delaware corporations listed on Exhibit B
hereto (each, a "Target REIT" and, collectively, the "Target REITs"). Pursuant
to the Merger Agreement, each Target REIT will merge with and into an
Acquisition Subsidiary, and the separate existence of each Target REIT shall
thereupon cease (each, a "Merger" and, collectively, the "Mergers"). Except as
otherwise provided, capitalized terms not defined herein have the meanings set
forth in the Merger Agreement and the exhibits thereto, the Consent Solicitation
or in the letter delivered to Wilmer Cutler Pickering Hale and Dorr LLP by FSP
Corp. containing certain representations of FSP Corp. relevant to this opinion
(the "Representation Letter"). All section references, unless otherwise
indicated, are to the United States Internal Revenue Code of 1986, as amended
(the "Code").

      The conclusions expressed herein represent our judgment as to the proper
application of relevant provisions of the Code, Treasury Regulations, case law,
and rulings and other pronouncements of the Internal Revenue Service (the "IRS")
as in effect on the date of this opinion. No assurances can be given that such
laws will not be amended or otherwise changed, or that such changes will not
affect the conclusions expressed herein. Nevertheless, we undertake no
responsibility to advise you of any developments in the application or
interpretation of the income tax laws of the United States.

      Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.


<PAGE>

Franklin Street Properties Corp.
January 12, 2005
Page 2


      In our capacity as counsel to FSP Corp., and for purposes of rendering
this opinion, we have examined and relied upon the Consent Solicitation, the
Merger Agreement, the Registration Statement on Form S-3 filed by FSP Corp. with
the Securities and Exchange Commission on January 12, 2005, related to the
registration of shares of common stock of FSP Corp. (the "Registration
Statement"), the Representation Letter, the Articles of Incorporation of FSP
Corp. and the Bylaws of FSP Corp., each as amended though the date hereof, and
such other documents as we considered relevant to our analysis. In our
examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.

      We have made such factual and legal inquiries, including examination of
the documents set forth above, as we have deemed necessary or appropriate for
purposes of our opinion. For purposes of rendering our opinion, however, we have
not made an independent investigation or audit of the facts set forth in any of
the above-referenced documents, including the Consent Solicitation, the Merger
Agreement, the Registration Statement and the Representation Letter. We
consequently have relied upon the representations contained therein and assumed
that the information presented in such documents or otherwise furnished to us is
accurate and complete in all respects relevant to our opinion.

      In our review, we have assumed, with your consent, that all of the
obligations imposed by any documents on the parties thereto have been and will
be performed or satisfied substantially in accordance with their terms.
Moreover, we have assumed that FSP Corp. and the Partnership Subsidiaries 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 Consent Solicitation. Finally, we have
assumed that any statement in the Representation Letter that is made "to the
knowledge of", "belief of" or similarly qualified is correct and accurate, and
that such representation or statement will continue to be correct and accurate,
without such qualification.

      We also have assumed for the purposes of this opinion, without inquiry
with respect thereto, that FSP Corp is a validly organized and duly incorporated
corporation under the laws of the State of Maryland. In the event any of the
statements, representations, or assumptions upon which we have relied in
rendering this opinion is incorrect or incomplete, our opinion could be
adversely affected and may not be relied upon.

Opinion

      Based upon the foregoing, and subject to the various assumptions,
limitations, and qualifications set forth in this letter, we are of the opinion
that FSP Corp. was organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the Code for each
taxable year beginning with its taxable year ended December 31, 2002, and the
Company's current organization and method of operation (as described in the
Consent Solicitation and the Representation Letter) will enable the Company to
continue to meet the requirements for qualification and taxation as a REIT.
<PAGE>

Franklin Street Properties Corp.
January 12, 2005
Page 3


      FSP Corp.'s qualification and taxation as a REIT depends upon FSP Corp.'s
ability to meet on a continuing basis, through actual annual operating and other
results, the various requirements under the Code and described in Consent
Solicitation with regard to, among other things, the sources of its gross
income, the composition of its assets, the level of distributions to
stockholders, and the diversity of its share ownership. Wilmer Cutler Pickering
Hale and Dorr LLP will not review FSP Corp.'s compliance with these requirements
on a continuing basis. No assurance can be given that the actual results of
operations of FSP Corp., the sources of its income, the nature of its assets,
the level of FSP Corp.'s distributions to its shareholders and the diversity of
the Company's share ownership for any given taxable year will satisfy the
requirements under the Code for qualification and taxation as a REIT or that the
relief provisions applicable to REITs, including those added by the American
Jobs Creation Act of 2004, will be available to FSP Corp.

      FSP Corp.'s ability to qualify as a REIT also depends on it not having any
"earnings and profits" accumulated in any prior taxable year of FSP Corp. or any
of its predecessors (including the Target REITs) in which FSP Corp. or the
predecessor was a taxable "C corporation" not qualified as a REIT. FSP Corp. has
represented that it does not have and has not had at the close of any taxable
year any undistributed C corporation earnings and profits and that it will not
acquire any undistributed C corporation earnings and profits as a result of the
Mergers. Moreover, based entirely on the representations of the Target REITs in
the exhibits to the Merger Agreement, the Target REITs have operated in
conformity with the requirements for qualification and taxation as REITs since
their respective incorporations and therefore have been unable to accumulate any
earnings and profits as C corporations. Accordingly, based entirely on the
representations of FSP Corp. and the Target REITs, FSP Corp. satisfies the "no C
corporation earnings and profits" requirement; however, no assurances can be
given that the IRS could not successfully challenge such position.

      This opinion addresses only the specific United States federal income tax
consequences set forth above under the caption "Opinion", and does not address
any other federal, state, local, or foreign income, estate, gift, transfer,
sales, use, or other tax consequences that may be applicable to FSP Corp.

      This opinion is intended for the purpose of inclusion as an exhibit to the
Consent Solicitation. It may not be relied upon for any other purpose and may
not be made available to any other person or entity without our prior written
consent. We hereby consent to the filing of this opinion as an exhibit to the
Consent Solicitation and further consent to the use of our name in the Consent
Solicitation in connection with references to this opinion. In giving this
consent, however, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.

                                    Very truly yours,


                                    Wilmer Cutler Pickering Hale and Dorr LLP

                                    By: /s/ Robert D. Burke
                                        -----------------------------
                                        Robert D. Burke
<PAGE>

Franklin Street Properties Corp.
January 12, 2005
Page 4


                                    EXHIBIT A


Montague Acquisition Corp.
Addison Circle Acquisition Corp.
Royal Ridge Acquisition Corp.
Collins Crossing Acquisition Corp.

<PAGE>

Franklin Street Properties Corp.
January 12, 2005
Page 5


                                    EXHIBIT B

FSP Montague Business Center Corp.
FSP Addison Circle Corp.
FSP Royal Ridge Corp.
FSP Collins Crossing Corp.

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