<PAGE>
Exhibit 8
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072
TEL (212) 732-3200
FAX (212) 732-3232
June 30, 2000
Orient-Express Hotels Ltd.
41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM EX
Bermuda
Re: Form S-1 Registration Statement
Registration No. 333-12030
Ladies and Gentlemen:
We have acted as counsel to Orient-Express Hotels Ltd., a Bermuda
company (the "Company"), in connection with the proposed offer and sale of its
Class A Common Shares (the "Shares") in an underwritten public offering. Such
offering is the subject of the above referenced Registration Statement on Form
S-1 (the "Registration Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of all such agreements, certificates and other statements
of corporate officers and other representatives of the Company as we have deemed
necessary as a basis for this opinion. In such examination we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents submitted
to us as copies.
Based on and subject to the foregoing, we are of the opinion that the
section entitled "Material Tax Considerations -- Material U.S. Federal Income
Tax Considerations" in the prospectus constituting Part I of the Registration
Statement contains an accurate general description, under currently applicable
law, of the principal United States federal income tax considerations that apply
to purchasers of Shares who are not U.S. holders as defined.
<PAGE>
Orient-Express Hotels Ltd. -2-
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not acknowledge that we
come within the category of persons whose consent is required by the Securities
Act or the rules and regulations thereunder.
Very truly yours,
/s/ Carter, Ledyard & Milburn
HB:pf
