CAPITAL AUTOMOTIVE REIT
S-3, EX-8.1, 2001-01-19
REAL ESTATE INVESTMENT TRUSTS
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                                                                     EXHIBIT 8.1

                          [LETTERHEAD OF SHAW PITTMAN]

                                January 19, 2001

Capital Automotive REIT
1420 Spring Hill Road, Suite 525
McLean, Virginia 22102



Ladies and Gentlemen:

       You have requested certain opinions regarding the application of U.S.
federal income tax laws to Capital Automotive REIT (the "Company") in connection
with the filing of a registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission.

       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 the following:
(1) the Registration Statement, (2) the Amended and Restated Declaration of
Trust of the Company (the "Declaration of Trust"), (3) certain written
representations of the Company contained in a letter to us dated as of the date
hereof, (4) copies of the leases entered into by the Company as of the date
hereof, and (5) such other documents or information as we have deemed necessary
to render the opinions set forth in this letter. In our review, we have assumed,
with your consent, that the documents listed above that we reviewed in proposed
form will be executed in substantially the same form, all of the representations
and statements set forth in such documents are true and correct, and all of the
obligations imposed by any such documents on the parties thereto, including
obligations imposed under the Declaration of Trust have been or will be
performed or satisfied in accordance with their terms. We also have assumed 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.

       Unless facts material to the opinions expressed herein are specifically
stated to have been independently established or verified by us, we have relied
as to such facts solely upon the representations made by the Company. To the
extent that the representations of the Company are with respect to matters set
forth in the Internal Revenue Code of 1986, as amended (the "Code") or the
regulations promulgated thereunder (the "Treasury Regulations"), we have
reviewed with the individuals making such representations the relevant
provisions of the Code, the applicable Treasury Regulations and published
administrative interpretations thereof. We assume that each representation made
by the Company is and will be true, correct and complete, and that all
representations that speak in the future, or to the intention, or to the best of
belief and knowledge of any person(s) or party(ies) are and will be true,
correct and complete as if made without such qualification. Nothing has come to
our attention which would cause us to believe that any of such representations
are untrue, incorrect or incomplete.

       Based upon and subject to the foregoing and to the qualifications below,
we are of the opinion that (i) the Company qualified as a REIT under the Code
for its taxable years ending through December 31, 2000, and (ii) the Company is
organized in conformity with the requirements for qualification as a REIT under
the Code, and its current method of operation will enable it to meet the
requirements for qualification as a REIT for the current taxable year and for
future taxable years.

       For a discussion relating the law to the facts and legal analysis
underlying the opinions set forth in this letter, we incorporate by reference
the discussion of federal income tax issues, which we assisted in preparing, in
the sections of the Registration Statement under the heading "Federal Income Tax
Considerations."

       The opinions set forth in this letter are based on existing law as
contained in the Code, Treasury Regulations (including any Temporary and
Proposed Regulations), and interpretations of the foregoing by the Internal

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Revenue Service ("IRS") and by the courts in effect (or, in case of certain
Proposed Regulations, proposed) as of the date hereof, all of which are subject
to change, both retroactively or prospectively, and to possibly different
interpretations. Moreover, the Company's ability to achieve and maintain
qualification as a REIT depends upon its ability to achieve and maintain certain
diversity of stock ownership requirements and, through actual annual operating
results, certain requirements under the Code regarding its income, assets and
distribution levels. No assurance can be given as to whether, for any given
taxable year, the actual ownership of the Company's stock and its actual
operating results and distributions satisfy the tests necessary to achieve and
maintain its status as a REIT. We assume no obligation to update the opinions
set forth in this letter. We believe that the conclusions expressed herein, if
challenged by the IRS, would be sustained in court. Because our positions are
not binding upon the IRS or the courts, however, there can be no assurance that
contrary positions may not be successfully asserted by the IRS.

       The foregoing opinions are limited to the specific matters covered
thereby and should not be interpreted to imply the undersigned has offered its
opinion on any other matter.

                                                     Very truly yours,

                                                     /s/ Shaw Pittman
                                                     ---------------------------
                                                     SHAW PITTMAN


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