BROWN & WOOD LLP
1666 K STREET, NW
WASHINGTON, D.C. 20006-1208
August 31, 2000
LaSalle Hotel Properties
4800 Montgomery Lane, Suite M25
Bethesda, Maryland 20814
Ladies and Gentlemen:
You have requested our opinion concerning certain of the federal
income tax matters with respect to LaSalle Hotel Properties, a Maryland real
estate investment trust (the "Trust"), in connection with the registration
statement on Form S-3 (the "Registration Statement") filed by the Trust with
the Securities and Exchange Commission (the "SEC") on August 31, 2000.
This opinion is based, in part, upon various assumptions and factual
representations set forth in the Registration Statement, in registration
statements on Forms S-11 and S-3 previously filed by the Trust with the SEC
and in a letter delivered to us by the Trust today. This opinion is also based
upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated thereunder and existing administrative and judicial
interpretations thereof, all as they exist at the date of this letter. All of
the foregoing statutes, regulations and interpretations are subject to change,
in some circumstances with retroactive effect. Any changes to the foregoing
authorities might result in modifications of our opinions contained herein.
Based on the foregoing, we are of the opinion that, commencing with
the Trust's taxable year ended December 31, 1998, the Trust has been and will
continue to be organized in conformity with the requirements for qualification
and taxation as a real estate investment trust (a "REIT") under the Code and
its method of operating has enabled the Trust, and its proposed method of
operation going forward will enable the Trust, to meet the requirements for
qualification and taxation as a REIT.
We express no opinion with respect to the transactions described
herein and in the Registration Statement other than those expressly set forth
herein. Furthermore, the Trust's qualification as a REIT will depend on the
Trust's meeting, in its actual operations, the applicable asset composition,
source of income, shareholder diversification, distribution and other
requirements of the Code and Treasury Regulations necessary for a trust to
qualify as a REIT. We will not review these operations and no assurance can be
given that the actual operations of the Trust and its affiliates will meet
these requirements or the representations made to us with respect thereto.
This opinion is furnished to you for your use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8 to the Registration Statement and to the use of our name in
connection with the material discussed therein under the caption "Material
Federal Income Tax Considerations."
Very truly yours,
/s/ Brown & Wood LLP
