HOSPITALITY PROPERTIES TRUST
8-K, 1998-02-13
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------



                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




       Date of Report (Date of earliest event reported): February 12, 1998




                          HOSPITALITY PROPERTIES TRUST
               (Exact name of registrant as specified in charter)




    Maryland                     1-11527                      04-3262075
 (State or other             (Commission file               (IRS employer
 jurisdiction of                 number)                 identification no.)
 incorporation)


 400 Centre Street, Newton, Massachusetts                         02158
 (Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code:  617-964-8389

                                                       

<PAGE>



Item 7.    Financial Statements, Pro Forma Financial Information
           and Exhibits.

(c)      Exhibits.

         1.1      Form  of  Underwriting   Agreement  between  the  Company  and
                  Prudential Securities Incorporated.

         8.1      Opinion of Sullivan & Worcester LLP re: tax matters.

         23.1     Consent of  Sullivan &  Worcester  LLP  (contained  in Exhibit
                  8.1).


                                       -2-

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         HOSPITALITY PROPERTIES TRUST



                                         By:  /s/ Thomas M. O'Brien
                                             Thomas M. O'Brien, Treasurer and
                                             Chief Financial Officer

Date: February 12, 1998



                                       -3-

<PAGE>


                                LIST OF EXHIBITS

1.1      Form of  Underwriting  Agreement  between the  Company  and  Prudential
         Securities Incorporated.

8.1      Opinion of Sullivan & Worcester LLP re: tax matters.

23.1     Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1).



                                       -4-


                                                                     EXHIBIT 1.1


                                                              CONFORMED COPY




                                 429,712 Shares

                          Hospitality Properties Trust

                      Common Shares of Beneficial Interest

                             UNDERWRITING AGREEMENT


                                        February 12, 1998


PRUDENTIAL SECURITIES INCORPORATED
One New York Plaza
New York, New York  10292-2018

Dear Sirs:

         Hospitality  Properties  Trust, a Maryland real estate investment trust
(the  "Company"),  proposes  to issue and sell  429,712 of its common  shares of
beneficial  interest,  par value $0.01 per share (the  "Shares"),  to Prudential
Securities  Incorporated  (the  "Underwriter").  The common shares of beneficial
interest,  par value  $0.01 per share,  of the Company to be  outstanding  after
giving effect to the sales  contemplated  hereby are hereinafter  referred to as
the  "Common  Shares".  All  references  herein to the  "Shares"  or the "Common
Shares" shall include the Rights (as defined in the Company's  Current Report on
Form 8-K,  including the exhibits thereto,  dated May 20, 1997 (filed on May 30,
1997)) attached thereto.  The Underwriter intends to deposit the Shares with the
trustee of the National Equity Trust Equity  Portfolio Series 2 (REIT Portfolio)
(the "Trust"),  a registered unit investment trust under the Investment  Company
Act of 1940, as amended,  to which Prudential  Securities  Incorporated  acts as
sponsor and depositor, in exchange for units in the Trust.

         The 124 hotels  described in the Prospectus  referred to below as being
currently owned by the Company as of the date hereof are  collectively  referred
to herein as the "Current  Hotels".  The 11 hotels  described in the  Prospectus
referred to below as being proposed to be acquired by the Company as of the date
hereof are  collectively  referred to herein as the "Additional  Hotels".  It is
understood that in connection with the proposed acquisition of the Additional



<PAGE>



Hotels, the Company has entered into purchase and sale agreements and agreements
to lease (the "Acquisition Agreements")  contemplating  consummation of a series
of related transactions (the "Acquisition  Transactions") generally described in
the  Prospectus   Supplement   referred  to  below  under  the  caption  "Recent
Developments",  pursuant to which the Company  shall (i) acquire the  Additional
Hotels,  (ii) lease the Additional Hotels to hotel operating  companies pursuant
to  operating  leases and (iii) to the extent  necessary  to finance the pending
acquisitions,  borrow funds under the $200 million  aggregate  principal  amount
credit facility that the Company currently  maintains with DLJ Mortgage Capital,
Inc. (as more fully described in the Prospectus, the "DLJMC Credit Facility") or
a successor credit facility.

         The Current Hotels and the Additional Hotels are collectively  referred
to herein as the  "Hotels".  The  Acquisition  Agreements  and the DLJMC  Credit
Facility  and any  amendments  required  thereto  are  hereinafter  collectively
referred to as the  "Transaction  Documents"  and each singly as a  "Transaction
Document".  Each Transaction  Document  constituting an agreement is hereinafter
referred to as a "Transaction Agreement".

           1.  Registration  Statement and Prospectus.  The Company has prepared
and filed with the  Securities and Exchange  Commission  (the  "Commission")  in
accordance  with the provisions of the  Securities Act of 1933, as amended,  and
the rules and regulations of the Commission thereunder  (collectively called the
"Act"), a registration  statement on Form S-3 (File No.  333-43573)  including a
preliminary prospectus relating to the registration of the Shares and such other
securities which may be offered from time to time by the Company,  in accordance
with  Rule 415  under the Act.  Such  registration  statement  (as  amended,  if
applicable)  was declared  effective by the Commission on January 15, 1998. Such
registration  statement (as amended as of the date hereof) on the one hand,  and
the  prospectus  constituting  a part  thereof  and  the  prospectus  supplement
relating  to the  offering  of the Shares  provided  to the  Underwriter  by the
Company  in the form  first used to  confirm  sales of Shares  (the  "Prospectus
Supplement"),  on the  other  hand,  including,  in  each  case,  all  documents
incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act,
as  from  time to  time  amended  or  supplemented  pursuant  to the Act and the
Securities  Exchange Act of 1934, as amended,  and the rules and  regulations of
the Commission thereunder (collectively called the "Exchange Act"), are referred
to herein as the "Registration  Statement" and the  "Prospectus,"  respectively.
Any  registration  statement  (including any amendment or supplement  thereto or
information  which is deemed a part  thereof)  filed by the  Company  under Rule
462(b) of the Act (a "Rule 462(b) Registration Statement") shall be deemed to be
part of the  "Registration  Statement"  as  defined  herein  and any  prospectus
delivered in connection therewith (including any amendment or supplement thereto
or  information  which is deemed part  thereof)  included  in such  registration
statement shall be deemed to be part of the "Prospectus," as defined herein. All
references

                                       2

<PAGE>



in this Agreement to financial  statements  and schedules and other  information
which is "contained,"  "included,"  "described" or "stated" in the  Registration
Statement or the Prospectus (and all other similar  references)  shall be deemed
to mean and  include  all such  financial  statements  and  schedules  and other
information  which  is or is  deemed  to be  incorporated  by  reference  in the
Registration Statement or the Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Registration  Statement or
the Prospectus  shall be deemed to mean and include,  without  limitation,  even
though not specifically  stated, any document filed under the Exchange Act which
is or is deemed to be incorporated by reference in the Registration Statement or
the  Prospectus,  as the case may be.  Capitalized  terms used but not otherwise
defined herein shall have the meanings given to those terms in the Prospectus.

           2.   Agreements   to  Sell  and   Purchase.   On  the  basis  of  the
representations and warranties  contained in this Agreement,  and subject to its
terms and  conditions,  the Company agrees to issue and sell and the Underwriter
agrees  to  purchase  from the  Company  at a price  per  share of  $32.78  (the
"Purchase Price") 429,712 Shares.

           3. Terms of Public  Offering.  The Company is advised by you that the
Underwriter  proposes to deposit  the Shares  with the  trustee of the Trust,  a
registered  unit investment  trust under the Investment  Company Act of 1940, as
amended,  to  which  Prudential  Securities  Incorporated  acts as  sponsor  and
depositor, in exchange for units in the Trust (the "Offering") as soon after the
execution and delivery hereof as in the judgment of the Underwriter is advisable
(and, if necessary, any post-effective amendment to the Registration Statement).

           4. Delivery and Payment.  Delivery to the  Underwriter of and payment
for the Shares shall be made at 10:00 A.M.,  New York City time, on February 18,
1998 (the "Closing Date"), at such place as the Underwriter shall designate. The
Closing  Date and the  location  of  delivery of and the form of payment for the
Shares may be varied by agreement between the Underwriter and the Company.

         Certificates  for the  Shares  shall be  registered  in such  names and
issued in such  denominations  as the  Underwriter  shall request in writing not
later than two full business days prior to the Closing Date.  Such  certificates
shall be made  available to the  Underwriter  for inspection not later than 9:30
A.M.,  New York  City  time,  on the  business  day prior to the  Closing  Date.
Certificates  in definitive form evidencing the Shares shall be delivered to the
Underwriter  on the Closing Date,  with any transfer  taxes thereon duly paid by
the Company, for the account of the Underwriter,  against payment to the Company
of the  Purchase  Price  therefor  by wire  transfer  of Federal or other  funds
immediately available in New York City.

                                       3

<PAGE>



           5.   Agreements  of  the  Company.   The  Company   agrees  with  the
Underwriter:

                  (a) In respect  of the  offering  of the  Shares  contemplated
         hereby, to (i) prepare a Prospectus Supplement setting forth the number
         of Shares covered thereby, the name of the Underwriter participating in
         the  offering  of the  Shares  and  the  number  of  Shares  which  the
         Underwriter  has agreed to purchase,  the price at which the Shares are
         to be  purchased  by the  Underwriter  from  the  Company,  the  public
         offering price, the selling concession and reallowance if any, and such
         other  information as the Underwriter and the Company deem  appropriate
         in connection with the offering of the Shares, (ii) file the Prospectus
         (as defined  herein to include such  Prospectus  Supplement)  in a form
         approved by the Underwriter pursuant to Rule 424 under the Act no later
         than the  Commission's  close of  business on the second  business  day
         following the date hereof and (iii) furnish copies of the Prospectus to
         the Underwriter and to such dealers as the Underwriter shall specify as
         soon as practicable after the date of this Agreement in such quantities
         as the Underwriter may reasonably request.

                  (b)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Shares,  to advise the  Underwriter  promptly  and, if requested by the
         Underwriter,   to  confirm   such  advice  in   writing,   of  (i)  the
         effectiveness of any amendment to the Registration Statement,  (ii) the
         transmittal to the Commission for filing of the Prospectus or any other
         supplement or amendment to the Prospectus required to be filed pursuant
         to the Act,  (iii) the  receipt  of any  comments  from the  Commission
         relating to the Registration Statement, the Prospectus, any preliminary
         prospectus supplement relating to the Shares, the Prospectus Supplement
         or any of the  transactions  contemplated by this  Agreement,  (iv) any
         request  by  the  Commission  for  post-effective   amendments  to  the
         Registration  Statement or amendments or  supplements to the Prospectus
         or for  additional  information,  (v) the issuance by the Commission of
         any  stop  order  suspending  the  effectiveness  of  the  Registration
         Statement  or of the  suspension  of  qualification  of the  Shares for
         offering  or  sale  in  any  jurisdiction,  or  the  initiation  of any
         proceeding  for such  purposes,  and (vi) the  happening  of any  event
         during the period  referred to in  paragraph  (e) below which makes any
         statement of a material fact made in the Registration  Statement or the
         Prospectus  untrue or which  requires the making of any additions to or
         changes in the  Registration  Statement or the  Prospectus  in order to
         make the statements therein not misleading. The Company will make every
         reasonable  effort to prevent the  issuance of any stop order and if at
         any time the  Commission  shall  issue any stop  order  suspending  the
         effectiveness  of the  Registration  Statement,  the Company  will make
         every  reasonable  effort to obtain the  withdrawal  or lifting of such
         order at the earliest possible time.

                                       4

<PAGE>




                  (c) To furnish to the Underwriter,  without charge, one signed
         copy of the  Registration  Statement as first filed with the Commission
         and of each  amendment to it,  including  all  exhibits  and  documents
         incorporated  therein by reference,  and to furnish to the  Underwriter
         such number of  conformed  copies of the  Registration  Statement as so
         filed and of each  amendment  to it,  without  exhibits  but  including
         documents  incorporated  therein by reference,  as the  Underwriter may
         reasonably  request.  If  applicable,  the  copies of the  Registration
         Statement and each amendment  thereto furnished to the Underwriter will
         be identical to the  electronically  transmitted  copies  thereof filed
         with the Commission  pursuant to EDGAR,  except to the extent permitted
         by Regulation S-T, as promulgated by the Commission.

                  (d)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Shares, not to file any amendment to the Registration  Statement or any
         Rule  462(b)  Registration  Statement  or  to  make  any  amendment  or
         supplement  to the  Prospectus  of  which  the  Underwriter  shall  not
         previously  have been advised or to which the Underwriter or Davis Polk
         & Wardwell shall  reasonably  object;  and to prepare and file with the
         Commission,  promptly upon the Underwriter's  reasonable  request,  any
         amendment to the Registration  Statement,  any Rule 462(b) Registration
         Statement or any amendment or supplement to the Prospectus which may be
         necessary or  advisable  in  connection  with the  distribution  of the
         Shares by the  Underwriter,  and to use its best  efforts  to cause the
         same to become promptly  effective.  If applicable,  the Prospectus and
         any amendments or supplements thereto furnished to the Underwriter will
         be identical to the  electronically  transmitted  copies  thereof filed
         with the Commission  pursuant to EDGAR,  except to the extent permitted
         by Regulation S-T, as promulgated by the Commission.

                  (e)  Prior to 10:00  A.M.,  New York City  time,  on the first
         business day after the date hereof and from time to time thereafter for
         such period as in the opinion of Davis Polk & Wardwell a prospectus  is
         required  by  law to be  delivered  in  connection  with  sales  by the
         Underwriter or a dealer,  to furnish to the  Underwriter  and dealer as
         many copies of the  Prospectus  (and of any  amendment or supplement to
         the Prospectus) and any documents  incorporated therein by reference as
         the Underwriter or such dealer may reasonably request.

                  (f) If,  during the period  specified  in  paragraph  (e), any
         event shall occur as a result of which,  in the opinion of Davis Polk &
         Wardwell, it becomes necessary to amend or supplement the Prospectus in
         order to make the statements therein, in the light of the circumstances
         existing

                                       5

<PAGE>



         when the Prospectus is delivered to a purchaser, not misleading,  or if
         it is necessary to amend or  supplement  the  Prospectus to comply with
         any  law,  forthwith  to  prepare  and  file  with  the  Commission  an
         appropriate  amendment  or  supplement  to the  Prospectus  so that the
         statements in the Prospectus,  as so amended or supplemented,  will not
         in  the  light  of  the  circumstances  when  it  is so  delivered,  be
         misleading,  or so that the Prospectus will comply with applicable law,
         and  to  furnish  to  the  Underwriter  and  to  such  dealers  as  the
         Underwriter  shall  specify,  such  number  of  copies  thereof  as the
         Underwriter or such dealers may reasonably request.

                  (g)  Prior  to  any  public  offering  of the  Shares,  (i) to
         cooperate with the Underwriter and Davis Polk & Wardwell (or such other
         local counsel as may be designated  by the  Underwriter)  in connection
         with the registration or qualification of the Shares for offer and sale
         by the Underwriter and by dealers under the state securities,  Blue Sky
         or  real  estate   syndication  laws  of  such   jurisdictions  as  the
         Underwriter may request,  (ii) to continue such qualification in effect
         so long as required for distribution of the Shares,  (iii) to file such
         consents to service of process or other  documents  as may be necessary
         in order to  effect  such  registration  or  qualification  and (iv) to
         cooperate with the  Underwriter and Davis Polk & Wardwell in connection
         with the review of the  offering of the Shares  contemplated  hereby by
         the National Association of Securities Dealers, Inc. ("NASD").

                  (h) To make generally available to the Company's  shareholders
         as soon as  reasonably  practicable  but not later than sixty (60) days
         after the close of the period  covered  thereby (or ninety (90) days in
         the event the close of such period is the close of the Company's fiscal
         year), an earnings  statement (in form complying with the provisions of
         Rule 158  under the Act)  covering  a period  of at least  twelve  (12)
         months after the effective date of the  Registration  Statement (but in
         no event  commencing later than ninety (90) days after such date) which
         shall  satisfy  the  provisions  of Section  11(a) of the Act,  and, if
         required by Rule 158 of the Act, to file such  statement  as an exhibit
         to the next periodic  report  required to be filed by the Company under
         the Exchange Act  covering the period when such  earnings  statement is
         released.

                  (i) During  the  period of five  years  after the date of this
         Agreement,  (i) to mail as soon as reasonably practicable after the end
         of each  fiscal  year to the  record  holders  of its  Common  Shares a
         financial  report of the  Company  and its  subsidiaries,  if any, on a
         consolidated   basis   (and  a   similar   financial   report   of  all
         unconsolidated  subsidiaries,  if any), all such  financial  reports to
         include a  consolidated  balance  sheet,  a  consolidated  statement of
         operations, a consolidated statement of cash

                                       6

<PAGE>



         flows and a consolidated  statement of  shareholders'  equity as of the
         end of and for such fiscal year,  together with comparable  information
         as of the end of and for the preceding  year,  certified by independent
         certified public  accountants,  and (ii) to make generally available as
         soon as practicable  after the end of each quarterly period (except for
         the last  quarterly  period of each  fiscal  year) to such  holders,  a
         consolidated balance sheet, a consolidated  statement of operations and
         a consolidated  statement of cash flows (and similar  financial reports
         of all  unconsolidated  subsidiaries,  if any) as of the end of and for
         such period,  and for the period from the beginning of such year to the
         close of such quarterly  period,  together with comparable  information
         for the corresponding periods of the preceding year.

                  (j) During the period referred to in paragraph (i), to furnish
         to the  Underwriter as soon as available a copy of each report or other
         publicly available  information of the Company mailed to the holders of
         Common  Shares or filed with the  Commission  and such  other  publicly
         available information  concerning the Company and its subsidiaries,  if
         any, as the Underwriter may reasonably request.

                  (k) During the period  when the  Prospectus  is required to be
         delivered under the Act or the Exchange Act in connection with sales of
         the Shares,  to file all documents  required to be filed by it with the
         Commission  pursuant to Section 13, 14 or 15 of the Exchange Act within
         the time periods required by the Exchange Act.

                  (l) To pay (i) all costs, expenses, fees and taxes incident to
         the preparation, printing, filing and distribution under the Act of the
         Registration  Statement  (including financial statements and exhibits),
         the  Prospectus,  all documents  incorporated  or to be incorporated by
         reference  therein,  and all amendments and  supplements to any of them
         prior to or during the period  specified  in  paragraph  (e),  (ii) all
         costs and expenses in connection  with the printing and delivery of the
         Prospectus and all amendments or supplements  thereto during the period
         specified in paragraph (e), (iii) all costs and expenses related to the
         transfer and delivery of the Shares to the  Underwriter,  including any
         transfer  or  other  taxes  payable  thereon,   (iv)  all  expenses  in
         connection  with the  registration or  qualification  of the Shares for
         offer  and  sale  under  the  securities,   Blue  Sky  or  real  estate
         syndication laws of the several states (including in each case the fees
         and  disbursements  of  counsel  for the  Company  or  counsel  for the
         Underwriter   relating  to  such   registration  or  qualification  and
         memoranda  relating  thereto),  (v) all filing fees paid to the NASD in
         connection  with the review and clearance of the offering of the Shares
         contemplated  hereby,  (vi) all costs and  expenses  incidental  to the
         listing of the Shares on the NYSE,  (vii) the cost of  furnishing  such
         copies of the

                                       7

<PAGE>



         Registration   Statement,   the   Prospectus  and  all  amendments  and
         supplements  thereto as may be requested for use in connection with the
         offering or sale of the Shares by the Underwriter or by dealers to whom
         Shares may be sold and (viii) the cost of the preparation, issuance and
         delivery of certificates representing the Shares, including the charges
         of any transfer agent or registrar.

                  (m) To use its best efforts to list the Shares on the NYSE and
         to maintain  the listing of the Common  Shares on the NYSE for a period
         of five years after the Closing Date hereunder.

                  (n) To use its best  efforts  to  qualify  for the year  ended
         December 31, 1998 and to continue to meet the  requirements  to qualify
         as a real estate  investment  trust ("REIT") under the Internal Revenue
         Code of 1986, as amended (the "Code").

                  (o) To  apply  the net  proceeds  of the  offering  of  Shares
         contemplated  hereby  substantially  in accordance with the description
         set forth under the caption "Use of Proceeds" in the Prospectus.

                  (p) To use its  best  efforts  to do and  perform  all  things
         required or necessary to be done and performed  under this Agreement by
         the Company  prior to the Closing Date,  and to satisfy all  conditions
         precedent to the delivery of the Shares.

           6.  Representations  and  Warranties.   The  Company  represents  and
warrants to the Underwriter that:

                  (a) The Company meets the  requirement for use of Form S-3 and
         the  Registration  Statement has been prepared by the Company under the
         provisions of the Act and has been filed with and declared effective by
         the Commission.

                  (b) The  Registration  Statement has become  effective  (other
         than any Rule 462(b) Registration  Statement to be filed by the Company
         after  the   effectiveness   of  this   Agreement);   any  Rule  462(b)
         Registration  Statement filed after the effectiveness of this Agreement
         will become  effective no later than 10:00 P.M., New York City time, on
         the  date  of  this  Agreement;   and  no  stop  order  suspending  the
         effectiveness  of  the  Registration  Statement  is in  effect,  and no
         proceedings  for such purpose are pending  before or  threatened by the
         Commission.

                  (c) (i) Each  document,  if any, filed or to be filed pursuant
         to the Exchange Act and  incorporated  by reference in the  Prospectus,
         complied or will comply when so filed in all material respects with the
         Exchange

                                       8

<PAGE>



         Act,  (ii) the  Registration  Statement  (other  than  any Rule  462(b)
         Registration   Statement   to  be  filed  by  the  Company   after  the
         effectiveness  of this  Agreement),  when it initially became effective
         and as of the date  hereof,  respectively,  did not  contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or  necessary to make the  statement  therein not
         misleading,  (iii)  the  Registration  Statement  (other  than any Rule
         462(b)  Registration  Statement  to be filed by the  Company  after the
         effectiveness  of this  Agreement)  and the  Prospectus  comply and, as
         amended or  supplemented,  if  applicable,  will comply in all material
         respects  with the Act,  (iv) if the Company is required to file a Rule
         462(b)   Registration   Statement  after  the   effectiveness  of  this
         Agreement,  such Rule 462(b) Registration  Statement and any amendments
         thereto,  when they  become  effective  (A) will not contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading  and (B) will comply in all material  respects  with the Act
         and (v) the  Prospectus  does not  contain  any untrue  statement  of a
         material  fact or omit to state a material  fact  necessary to make the
         statements  therein, in the light of the circumstances under which they
         were  made,  not  misleading,   except  that  the  representations  and
         warranties  set forth in this  paragraph (c) do not apply to statements
         or omissions in the Registration Statement or the Prospectus based upon
         information  relating to the  Underwriter  furnished  to the Company in
         writing by the Underwriter expressly for use therein.

                  (d)  The  Company  has  been  duly  organized  and is  validly
         existing as a real estate  investment  trust in good standing under the
         laws of the State of Maryland  and has the power and  authority  to own
         the  Current  Hotels  owned by it and to lease such  Current  Hotels to
         others and to conduct its business, all as described in the Prospectus,
         and  is  duly  qualified  and  in  good  standing  as a  foreign  trust
         authorized  to do business in each  jurisdiction  in which such Current
         Hotels  are  located  and  such   qualification  and  authorization  is
         required.

                  (e)  Each  of  the  Company's   subsidiaries   has  been  duly
         incorporated,  is validly  existing as a  corporation  or a real estate
         investment  trust,  as the case may be, in good standing under the laws
         of its jurisdiction of incorporation or formation,  as the case may be,
         and has the power and  authority to own the Current  Hotels owned by it
         and to lease such Current  Hotels to others and to conduct its business
         as it is currently being  conducted,  and each is duly qualified and is
         in good standing as a foreign  corporation or a real estate  investment
         trust,  as  the  case  may  be,  authorized  to  do  business  in  each
         jurisdiction  in which the nature of its  business or its  ownership or
         leasing of property requires such  qualification,  except to the extent
         the failure to be so qualified would not


                                       9
<PAGE>



         have a material  adverse  effect on the Company  and its  subsidiaries,
         taken as a whole. All of the outstanding shares of capital stock of, or
         other ownership  interests in, each of the Company's  subsidiaries have
         been  duly  authorized  and  validly  issued  and are  fully  paid  and
         non-assessable,  and,  except  for the  pledge to DLJMC to  secure  the
         Company's obligations under the DLJMC Credit Facility, are owned by the
         Company,  free  and  clear  of  any  security  interest,  claim,  lien,
         encumbrance or adverse interest of any nature.

                  (f) All the outstanding Common Shares of the Company have been
         duly  authorized and validly issued and are fully paid,  non-assessable
         and not subject to any  preemptive  or similar  rights;  and the Shares
         have been  duly  authorized  and,  when  issued  and  delivered  to the
         Underwriter  against  payment  therefor as provided by this  Agreement,
         will be validly issued, fully paid and non-assessable, and the issuance
         of such Shares will not be subject to any preemptive or similar rights.
         The Company has no outstanding Preferred Shares of Beneficial Interest.
         There are no  outstanding  subscriptions,  rights,  warrants,  options,
         calls, convertible securities,  commitments of sale or liens related to
         or entitling  any person to purchase or otherwise to acquire any Common
         Shares  of, or other  ownership  interest  in,  the  Company  except as
         otherwise disclosed in the Registration Statement.

                  (g) The  authorized  capital  of the  Company,  including  the
         Common Shares,  conforms as to legal matters to the description thereof
         contained in the Prospectus (or the documents  incorporated  therein by
         reference).

                  (h)  The  Company  and  each  of  its  subsidiaries  is not in
         violation of its Declaration of Trust,  Certificate of Incorporation or
         Bylaws,  as the case may be, or in  default in the  performance  of any
         obligation,  agreement or condition  contained in any bond,  debenture,
         note or any other evidence of indebtedness  or in any other  agreement,
         indenture or instrument  material to the conduct of the business of the
         Company and its subsidiaries, taken as a whole, to which the Company or
         any of its  subsidiaries  is a party or by  which  any of them or their
         respective property is bound.

                  (i) This  Agreement  has been duly  authorized,  executed  and
         delivered by the Company and constitutes a valid and binding  agreement
         of the Company,  enforceable  against it in accordance  with its terms,
         except as the  enforceability  thereof  may be  limited  by  applicable
         bankruptcy,   insolvency,   reorganization,    fraudulent   conveyance,
         moratorium  and other laws affecting the  enforceability  of creditor's
         rights and general principles of equity.

                                       10

<PAGE>




                  (j) The execution by the Company or any of its subsidiaries of
         each  Transaction  Document to which it is a party and the  delivery by
         the Company or any of its  subsidiaries  of, and the performance by the
         Company  or any of its  subsidiaries  of its  obligations  under,  each
         Transaction  Document  to which it is a party,  as the case may be, and
         the  consummation of the transactions  contemplated  hereby and thereby
         will  not  contravene  any  provision  of  applicable  law or  (i)  the
         Declaration  of Trust,  Certificate of  Incorporation  or Bylaws of the
         Company  or  any of its  subsidiaries,  (ii)  any  agreement  or  other
         instrument  binding upon the Company or any of its subsidiaries that is
         material  to the  Company and its  subsidiaries,  taken as a whole,  or
         (iii) any judgment, order or decree of any governmental body, agency or
         court having  jurisdiction over the Company or any of its subsidiaries,
         except such as would not have a material  adverse effect on the Company
         and its subsidiaries, taken as a whole.

                  (k) No  consent,  approval,  authorization  or  order  of,  or
         qualification  with,  any  governmental  body or agency and no consent,
         approval or  authorization  of any person other than the Company or any
         of  its  subsidiaries  is  required  for  the  execution,  delivery  or
         performance  by  the  Company  or  any  of  its   subsidiaries  of  its
         obligations  under each Transaction  Document to which it is a party or
         the consummation of the transactions  contemplated  hereby and thereby,
         except such as may be required  and will be obtained on or prior to the
         Closing Date and such as may be required by the  securities or Blue Sky
         laws  or  real  estate  syndication  laws  of  the  various  states  in
         connection  with the offer and sale of the Shares  and,  in the case of
         the  performance  thereof,  except as are  contemplated  by the express
         terms of such Transaction  Document to occur after the Closing Date and
         except (x) such as are otherwise  described in the  Prospectus  and (y)
         such that the  failure  to obtain  would  not have a  material  adverse
         effect on the Company and its subsidiaries, taken as a whole.

                  (l) There has not occurred any material adverse change, or any
         development  involving a prospective  material  adverse change,  in the
         condition,  financial  or  otherwise,  or in the  earnings,  affairs or
         business  prospects  of the  Company and its  subsidiaries,  taken as a
         whole, from that set forth in the Prospectus.

                  (m) There are no legal or governmental proceedings pending or,
         to the knowledge of the Company after due inquiry,  threatened to which
         the  Company or any of its  subsidiaries  is a party or to which any of
         the  Hotels  is  subject  that  are  required  to be  described  in the
         Registration  Statement or the  Prospectus  and are not so described or
         any statutes,

                                       11

<PAGE>



         regulations,  contracts  or other  documents  that are  required  to be
         described  in the  Registration  Statement or the  Prospectus  or to be
         filed as exhibits to the Registration  Statement that are not described
         or filed as required.

                  (n) The Company and each of its  subsidiaries  has,  and as of
         the Closing Date will have,  all  necessary  consents,  authorizations,
         approvals,  orders, certificates,  licenses,  franchises and permits of
         and from,  and has made, or as of the Closing Date will have made,  all
         declarations  and  filings  with all  federal,  state,  local and other
         governmental  authorities,  all  self-regulatory  organizations and all
         courts and other tribunals having  jurisdiction over the Company or its
         properties, necessary to own, lease, license and use its properties and
         assets,  and to conduct  its  business in the manner  described  in the
         Prospectus,  except to the  extent  that the  failure to obtain or file
         would  not  have a  material  adverse  effect  on the  Company  and its
         subsidiaries, taken as a whole.

                  (o) To the best  knowledge of the Company,  each lessee of the
         Current  Hotels has, and as of the Closing Date will have, all permits,
         licenses,  approvals,  certificates,  franchises and  authorizations of
         governmental  or  regulatory   authorities   ("Approvals")  as  may  be
         necessary to lease,  operate or manage the Current Hotels in the manner
         described  in or  contemplated  by the  Prospectus,  except  for  those
         Approvals the absence of which would not have a material adverse effect
         on the Company and its subsidiaries, taken as a whole.

                  (p)  The   Company   has   received   and   reviewed   certain
         environmental  reports on each Current Hotel's  property,  has obtained
         certain   representations  and  warranties  relating  to  environmental
         matters  from the sellers of the  Current  Hotels set forth in purchase
         agreements  therefor and has  conducted  physical  inspections  of each
         Current Hotel's  property.  Except as described in the Prospectus,  (i)
         the Company, and, to its knowledge,  each Current Hotel's property, is,
         and as of the Closing Date will be, in compliance  with all  applicable
         federal,   state  and  local  laws  and  regulations  relating  to  the
         protection of human health and safety, the environment, hazardous toxic
         substances  and wastes,  pollutants  and  contaminants  ("Environmental
         Laws"),  (ii) the  Company,  or, to its  knowledge,  its  lessees  have
         received, or as of the Closing Date will receive, all permits, licenses
         or other  approvals  required under  applicable  Environmental  Laws to
         conduct the respective  hotel  businesses  presently  conducted at each
         Current  Hotel's  property and (iii) the Company or, to its  knowledge,
         its lessees are, or as of the Closing Date will be, in compliance  with
         all terms and  conditions  of any such  permit,  license  or  approval,
         except,  in respect  of  clauses  (i),  (ii) and  (iii),  as  otherwise
         disclosed  in  the  Prospectus  or as  would  not,  singly  or  in  the
         aggregate,  have a  material  adverse  effect  on the  Company  and its
         subsidiaries, taken as a whole.

                                       12

<PAGE>




                  (q) To the best knowledge of the Company,  except as described
         in the  Prospectus,  there are no costs or liabilities  associated with
         Environmental  Laws  (including,  without  limitation,  any  capital or
         operating expenditures required for clean-up, remediation or closure of
         properties  or  compliance  with  Environmental  Laws and any potential
         liabilities to third parties) that, as of the date hereof, would, or as
         of the Closing Date will,  singly or in the aggregate,  have a material
         adverse effect on the Company and its subsidiaries, taken as a whole.

                  (r) The Company has received and reviewed  engineering reports
         on each Current Hotel's property, has obtained certain  representations
         and  warranties  from the  sellers of the  Current  Hotels set forth in
         purchase agreements therefor and has conducted physical  inspections of
         each Current Hotel's  property.  In respect of each Current Hotel,  (i)
         each Current Hotel is not in violation of any applicable building code,
         zoning  ordinance  or  other  law  or  regulation,  except  where  such
         violation of any applicable  building code,  zoning  ordinance or other
         law  or  regulation  would  not,  singly  or in the  aggregate,  have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole;  (ii)  the  Company  has not  received  notice  of any  proposed
         material special assessment or any proposed change in any property tax,
         zoning or land use laws or  availability of water affecting any Current
         Hotel that would have,  singly or in the aggregate,  a material adverse
         effect on the Company  and its  subsidiaries,  taken as a whole;  (iii)
         except  as  disclosed  in the  Prospectus,  there  does not  exist  any
         material  violation of any  declaration  of covenants,  conditions  and
         restrictions  with respect to any Current Hotel that would have, singly
         or in the aggregate,  a material  adverse effect on the Company and its
         subsidiaries,  taken as a whole, or any state of facts or circumstances
         or condition or event which could, with the giving of notice or passage
         of  time,  or  both,   constitute  such  a  violation;   and  (iv)  the
         improvements   comprising  any  portion  of  each  Current  Hotel  (the
         "Improvements") are free of any and all material physical,  mechanical,
         structural,  design and construction defects that would have, singly or
         in the  aggregate,  a material  adverse  effect on the  Company and its
         subsidiaries,  taken  as a whole  and the  mechanical,  electrical  and
         utility  systems   servicing  the  Improvements   (including,   without
         limitation, all water, electric, sewer, plumbing, heating, ventilation,
         gas and air  conditioning)  are in good  condition  and proper  working
         order  and are  free of  defects  that  would  have,  singly  or in the
         aggregate,   a  material   adverse   effect  on  the  Company  and  its
         subsidiaries, taken as a whole.

                  (s) Subsequent to the respective  dates as of which  financial
         information is given in the Registration  Statement and the Prospectus,
         (i) the Company and each subsidiary of the Company has not incurred any

                                       13

<PAGE>



         material  liability or obligation,  direct or  contingent,  nor entered
         into any material  transaction  not in the ordinary course of business;
         (ii)  the  Company  has not  purchased  any of its  outstanding  Common
         Shares,  nor has it declared,  paid or  otherwise  made any dividend or
         distribution of any kind on its Common Shares;  and (iii) there has not
         been any material  change in the capital,  short-term debt or long-term
         debt of the Company,  except,  in respect of clauses (i), (ii) or (iii)
         above, as described in or contemplated by the Prospectus.

                  (t) (i) As of the  Closing  Date,  the Company and each of its
         subsidiaries  will have good and marketable  title in fee simple to all
         real property (or good and marketable  leasehold interests with respect
         to the real property ground leased by the Company or its  subsidiaries)
         and good and  marketable  title to all personal  property then owned by
         them,  in each  case  free and  clear of all  liens,  encumbrances  and
         defects, except (w) liens or other security interests arising under the
         DLJMC Credit Facility or the first mortgages on hotels owned by certain
         subsidiaries  of the  Company  pursuant to the  $125,000,000  aggregate
         principal amount of Hospitality  Properties  Mortgage Acceptance Corp.,
         Series 1996-C1,  Notes due December 1, 2001 (the "Mortgage Notes"), (x)
         leases  providing for the lease by the Company of the Current Hotels to
         various tenants as described in the  Prospectus,  (y) such as would not
         have a material  adverse  effect on the Company  and its  subsidiaries,
         taken as a whole or (z) in the case of  personal  property  located  at
         certain  Hotels,  such as are  subject  to  equipment  lease  financing
         arrangements  which have been entered  into in the  ordinary  course of
         business and have an aggregate  outstanding balance not in excess of $1
         million;  and (ii) real property held under ground lease by the Company
         or any  subsidiary  is, and as of the Closing  Date will be, held by it
         under  valid,  subsisting  and  enforceable  ground  leases  with  such
         exceptions as would not have a material  adverse  effect on the Company
         and its subsidiaries, taken as a whole.

                  (u) The  Company and its  Current  Hotels  are,  and as of the
         Closing Date will be, insured in the manner described in the Prospectus
         by insurers of recognized financial  responsibility against such losses
         and risks and in such  amounts as are  customary in the  businesses  in
         which the Company is engaged and proposes to engage and the Company has
         no reason to believe  that it will not be able to renew such  insurance
         coverage  as and  when  such  coverage  expires  or to  obtain  similar
         coverage as may be necessary  to continue its business at  economically
         viable rates.

                  (v) The assets of the Company do not constitute, and as of the
         Closing  Date will not  constitute,  "plan  assets"  under the Employee
         Retirement Income Security Act of 1974, as amended.

                                       14


<PAGE>



                  (w) The  Company  is,  and as of the  Closing  Date  will  be,
         organized  to  operate  in a manner so as to  qualify  as a REIT  under
         Sections 856 through 860 of the Code,  and the Company will elect to be
         taxed as a REIT under the Code  effective for the year ending  December
         31, 1998.

                  (x)  Except  as  provided  by  this  Agreement,  there  are no
         contracts,  agreements  or  understandings  between the Company and any
         person that would give rise to a valid claim against the Company or the
         Underwriter  for a  brokerage  commission,  finders  fee or other  like
         payment  with  respect  to  the   consummation   of  the   transactions
         contemplated by this Agreement.

                  (y)  The  financial  statements  of the  Company  and,  to the
         Company's   knowledge,   the  financial  statements  and  schedules  of
         portfolios  of  certain  Hotels and  lessees  (consisting  of  separate
         financial  statements  for HMH HPT  Courtyard,  Inc., HMH HPT Residence
         Inn,  Inc.,  Limited  Service I Hotels,  Limited  Service II Hotels and
         Renthotel Utah, L.C.),  included in the Registration  Statement and the
         Prospectus fairly present the financial position of the Company and the
         applicable  Hotels or lessees (as set forth in such separate  financial
         statements),  respectively, and their results of operations and changes
         in  financial  condition,  respectively,  as of the dates  and  periods
         therein specified. Such financial statements of the Company and, to the
         Company's  knowledge,  such financial  statements and schedules of such
         Hotels and lessees,  have been  prepared in accordance  with  generally
         accepted  accounting  principles  consistently  applied  throughout the
         periods  involved  (except as otherwise  noted  therein).  The selected
         financial  and other data set forth  under the caption  "Unaudited  Pro
         Forma  Financial  Statements  and Other Data" in the Company's  Current
         Report on Form 8-K (the  "Form  8-K")  dated  December  9, 1997  fairly
         present, on the basis stated in the Form 8-K, the information  included
         therein.  The unaudited pro forma financial  statements included in the
         Registration  Statement  and  the  Prospectus  comply  in all  material
         respects with the applicable  accounting  requirements of Rule 11-02 of
         Regulation  S-X  promulgated  by  the  Commission  and  the  pro  forma
         adjustments have been properly applied to the historical amounts in the
         compilation of that data.

                  (z) The Company and/or its  subsidiaries,  as applicable,  has
         obtained an ALTA Extended Coverage Owner's Policy of Title Insurance or
         its local  equivalent  (or an  irrevocable  commitment  to issue such a
         policy)  on all of the  Current  Hotels  owned  by the  Company  or its
         subsidiaries and such title insurance is in full force and effect.

                  (aa)  On  the  Closing   Date,   the  Company   will  have  no
         indebtedness  for money borrowed  except (i) the Mortgage  Notes.  (ii)
         borrowings under the DLJMC Credit Facility, if any, and (iii) equipment
         financing

                                       15

<PAGE>



         arrangements in respect of personal  property located at certain Hotels
         which have been  entered  into in the  ordinary  course of business and
         have an aggregate outstanding balance not in excess of $1 million.

                  (bb) The Shares  have been  approved  for listing on the NYSE,
         subject to official notice of issuance.

                  (cc) Arthur  Andersen LLP and Reznick  Fedder & Silverman  are
         each  independent  public  accountants  with  respect to the Company as
         required by the Act.

                  (dd) The Company is not an  "investment  company" or a company
         "controlled"  by an  "investment  company"  within  the  meaning of the
         Investment Company Act of 1940, as amended.

                  (ee) No holder of any security of the Company has any right to
         require  registration  of Common  Shares or any other  security  of the
         Company.

                  (ff)  Except  as  disclosed  in the  Prospectus,  there are no
         business  relationships  or related party  transactions  required to be
         disclosed  therein by Item 404 of  Regulation  S-K  promulgated  by the
         Commission.

                  (gg) The Acquisition  Agreements pursuant to which the Company
         expects to acquire the  Additional  Hotels  (including  any  Additional
         Hotels  which the Company may  determine  to acquire  after the Closing
         Date) are in full force and effect.  The Company intends and reasonably
         expects  to  consummate  the  acquisition  and lease of all  Additional
         Hotels  not  owned  or  acquired  by it  as  of  the  Closing  Date  as
         expeditiously as possible after the Closing Date, including as and when
         the construction of certain of such properties is completed.

                  (hh) The Company has not,  directly or  indirectly,  (i) taken
         any action  designed to cause or to result in, or that has  constituted
         or which might reasonably be expected to constitute,  the stabilization
         or  manipulation  of the  price  of any  security  of  the  Company  to
         facilitate  the  sale  or  resale  of the  Shares  or (ii)  during  the
         "restricted  period"  applicable  to this  offering  of the  Shares (as
         defined in Rule 100 of Regulation M promulgated by the  Commission) (A)
         sold,  bid  for,  purchased,   or  paid  anyone  any  compensation  for
         soliciting  purchases  of,  the Shares or (B) paid or agreed to pay any
         person any compensation  for soliciting  another to purchase any Shares
         or "covered securities" or "referenced  securities" with respect to the
         Shares  (each as defined in Rule 100 of  Regulation  M) (except for the
         sale of Shares by the Company under this Agreement).


                                       16

<PAGE>



           7.  Indemnification.  (a) The Company  agrees to  indemnify  and hold
harmless the Underwriter  and each person,  if any, who controls the Underwriter
within the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act,
from and against any and all losses, claims, damages,  liabilities and judgments
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in the  Registration  Statement  or the  Prospectus  (as  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) or any  preliminary  prospectus,  or caused by any  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses, claims, damages,  liabilities or judgments are caused by any such untrue
statement  or  omission  or alleged  untrue  statement  or  omission  based upon
information  relating to the Underwriter  furnished in writing to the Company by
or on behalf of the  Underwriter  expressly  for use therein;  provided that the
foregoing  indemnity with respect to any preliminary  prospectus shall not inure
to the benefit of the Underwriter  (or to the benefit of any person  controlling
the  Underwriter)  from  whom the  person  asserting  any such  losses,  claims,
damages,  liabilities or judgments purchased the Shares if such untrue statement
or omission or alleged  untrue  statement or omission  made in such  preliminary
prospectus  is  eliminated  or  remedied  in the  Prospectus  and a copy  of the
Prospectus  shall  not have  been  furnished  to such  person at or prior to the
written confirmation of the sale of such Shares to such person.

          (b) In case any action shall be brought against the Underwriter or any
person controlling the Underwriter,  based upon any preliminary prospectus,  the
Registration  Statement or the Prospectus or any amendment or supplement thereto
and with  respect to which  indemnity  may be sought  against the  Company,  the
Underwriter  shall promptly  notify the Company in writing and the Company shall
assume the defense  thereof,  including  the  employment  of counsel  reasonably
satisfactory to such indemnified party and payment of all fees and expenses. The
Underwriter  or any such  controlling  person  shall  have the  right to  employ
separate counsel in any such action and participate in the defense thereof,  but
the fees and expenses of such counsel shall be at the expense of the Underwriter
or such controlling  person unless (i) the employment of such counsel shall have
been specifically  authorized in writing by the Company,  (ii) the Company shall
have failed to assume the defense and employ  counsel or (iii) the named parties
to  any  such  action  (including  any  impleaded   parties)  include  both  the
Underwriter or such  controlling  person and the Company and the  Underwriter or
such  controlling  person shall have been advised by such counsel that there may
be one or more  legal  defenses  available  to it which  are  different  from or
additional  to those  available to the Company (in which case the Company  shall
not have the  right to  assume  the  defense  of such  action  on  behalf of the
Underwriter or such controlling person, it being understood,  however,  that the
Company  shall not,  in  connection  with any one such  action or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations

                                       17

<PAGE>



or circumstances,  be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for the Underwriter and all
such  controlling  persons,  which  firm shall be  designated  in writing by the
Underwriter  and that all such fees and expenses shall be reimbursed as they are
incurred). The Company shall not be liable for any settlement of any such action
effected  without its written consent but if settled with the written consent of
the Company,  the Company agrees to indemnify and hold harmless the  Underwriter
and any such controlling person from and against any loss or liability by reason
of such settlement.  Notwithstanding the immediately  preceding sentence,  if in
any case  where the fees and  expenses  of  counsel  are at the  expense  of the
indemnifying   party  and  an   indemnified   party  shall  have  requested  the
indemnifying party to reimburse the indemnified party for such fees and expenses
of counsel as incurred,  such indemnifying  party agrees that it shall be liable
for any  settlement of any action  effected  without its written  consent if (i)
such settlement is entered into more than ten business days after the receipt by
such  indemnifying  party of the  aforesaid  request and (ii) such  indemnifying
party shall have failed to reimburse the  indemnified  party in accordance  with
such  request  for  reimbursement  prior  to the  date  of such  settlement.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought  hereunder by such  indemnified  party,  unless such settlement
includes an unconditional  release of such indemnified  party from all liability
on claims that are the subject matter of such proceeding.

          (c) The Underwriter  agrees to indemnify and hold harmless the Company
and its trustees or officers who sign the Registration  Statement (or any person
named in the Registration  Statement as having agreed to become a trustee of the
Company) and any person controlling the Company within the meaning of Section 15
of the  Act or  Section  20 of the  Exchange  Act,  to the  same  extent  as the
foregoing  indemnity from the Company to the Underwriter but only with reference
to information relating to the Underwriter  furnished in writing by or on behalf
of  the  Underwriter  expressly  for  use  in the  Registration  Statement,  the
Prospectus or any  preliminary  prospectus.  In case any action shall be brought
against the Company,  its trustees (or a named proposed  trustee) or officers or
persons  controlling  the  Company  based  on the  Registration  Statement,  the
Prospectus or any  preliminary  prospectus and in respect of which indemnity may
be sought against the  Underwriter,  the  Underwriter  shall have the rights and
duties given to the Company  (except that if the Company  shall have assumed the
defense thereof,  the Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof but the fees and
expenses of such counsel  shall be at the expense of the  Underwriter),  and the
Company,  its  trustees  (or a named  proposed  trustee) or officers and persons
controlling  the  Company  shall  have  the  rights  and  duties  given  to  the
Underwriter, by Section 7(b) hereof.

                                       18

<PAGE>




          (d)  If  the  indemnification  provided  for  in  this  Section  7  is
unavailable to an indemnified party in respect of any losses,  claims,  damages,
liabilities or judgments referred to therein,  then each indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities  and judgments (i) in such proportion as is appropriate to
reflect the  relative  benefits  received by the Company on the one hand and the
Underwriter  on the other  hand from the  offering  of the Shares or (ii) if the
allocation  provided by clause (i) above is not permitted by applicable  law, in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
referred to in clause (i) above but also the  relative  fault of the Company and
the Underwriter in connection with the statements or omissions which resulted in
such losses,  claims,  damages,  liabilities or judgments,  as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the  Underwriter  shall be deemed to be in the same  proportion as the total
net  proceeds  from the offering  (before  deducting  expenses)  received by the
Company,  and the total underwriting  discounts and commissions  received by the
Underwriter,  bear to the total price to the public of the Shares,  in each case
as set forth in the  table on the cover  page of the  Prospectus.  The  relative
fault of the Company and the  Underwriter  shall be  determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the Company or the  Underwriter  and the parties'  relative  intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

         The  Company  and the  Underwriter  agree that it would not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection  with  investigating  or defending any such action or claim.
Notwithstanding  the provisions of this Section 7, the Underwriter  shall not be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Shares  underwritten by it and distributed to the public were
offered to the public  exceeds the amount of any damages  which the  Underwriter
has otherwise  been  required to pay by reason of such untrue or alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation.

                                       19

<PAGE>



           8.  Conditions of  Underwriter's  Obligations.  The obligation of the
Underwriter  to  purchase  the  Shares  under this  Agreement  is subject to the
satisfaction of each of the following conditions:

                  (a)  All the  representations  and  warranties  set  forth  in
         Section 6 of this  Agreement  shall be true and  correct on the Closing
         Date with the same force and effect as if made on and as of the Closing
         Date.

                  (b)  At  the  Closing  Date  no  stop  order   suspending  the
         effectiveness of the Registration  Statement shall have been issued and
         no  proceedings  for that purpose shall have been commenced or shall be
         pending before or contemplated  by the  Commission;  and the Prospectus
         and any amendment or supplement  thereto shall have been filed with the
         Commission  in the manner and within the time  period  required by Rule
         424(b) under the Act.

                  (c) (i) Since the date of the latest balance sheet included or
         incorporated  by  reference  in  the  Registration  Statement  and  the
         Prospectus,  there shall not have been any material adverse change,  or
         any development involving a prospective material adverse change, in the
         condition,  financial  or  otherwise,  or in the  earnings,  affairs or
         business  prospects,  whether or not arising in the ordinary  course of
         business,  of the  Company;  (ii) since the date of the latest  balance
         sheet  included  or  incorporated  by  reference  in  the  Registration
         Statement  and  the   Prospectus   (exclusive  of  any   amendments  or
         supplements  thereto  subsequent to the date of this Agreement),  there
         shall  not  have  been  any  change,  or any  development  involving  a
         prospective material adverse change, in the capital or in the long-term
         debt of the Company from that set forth in the  Registration  Statement
         and Prospectus (other than in connection with Acquisition  Transactions
         described in and  contemplated  by the  Registration  Statement and the
         Prospectus);  (iii) the  Company  and its  subsidiaries  shall  have no
         liability or obligation, direct or contingent, which is material to the
         Company  and its  subsidiaries,  taken as a  whole,  other  than  those
         reflected in the Registration  Statement and the Prospectus  (exclusive
         of any amendments or supplements thereto subsequent to the date of this
         Agreement); (iv) since the date of the latest balance sheet included or
         incorporated  by  reference  in  the  Registration  Statement  and  the
         Prospectus,  none of the Hotels  owned by the Company as of the Closing
         Date shall have  sustained  any material  loss or casualty due to fire,
         flood,  earthquake,  hurricane,  tornado,  accident or other  calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree; (v) all Acquisition Agreements
         relating to Additional Hotels which have been executed and delivered by
         the  Company on or before the  Closing  Date shall be in full force and
         effect as of such date and the Company shall not be aware of any event,

                                       20

<PAGE>



         development or circumstance which it reasonably expects will materially
         delay or prevent its acquisition of the Additional Hotels in the manner
         contemplated  in the  Prospectus;  and  (vi) on the  Closing  Date  the
         Underwriter  shall have received a certificate  dated the Closing Date,
         signed by the  President  and Chief  Financial  Officer of the Company,
         confirming the matters set forth in paragraphs (a), (b) and (c) of this
         Section 8 and that the Company has complied with all of the  agreements
         and satisfied all of the conditions herein contained and required to be
         complied  with or  satisfied  by the Company on or prior to the Closing
         Date.

                  (d) The Underwriter shall have received on the Closing Date an
         opinion  (satisfactory to you and counsel for the  Underwriter),  dated
         the Closing Date, of Sullivan & Worcester LLP, counsel for the Company,
         to the effect that:

                    (i) the  Company  has been  duly  organized  and is  validly
               existing as a real estate investment trust in good standing under
               the laws of the State of Maryland and has the power and authority
               to  acquire  and own the  Hotels  owned by it and to  lease  such
               Hotels to others and to conduct its business, all as described in
               the Prospectus;

                    (ii)  each  of the  Company's  subsidiaries  has  been  duly
               organized and is validly  existing (x) as a  corporation  in good
               standing under the laws of the State of Delaware or (y) as a real
               estate  investment  trust in good standing  under the laws of the
               State of  Maryland,  as the case may be,  and has the  power  and
               authority  to own the Hotels owned by it and to lease such Hotels
               to others and to conduct its  business,  all as  described in the
               Prospectus;

                    (iii) all of the outstanding shares of capital stock of each
               of  the  Company's   subsidiaries  have  been  duly  and  validly
               authorized  and  issued  and are fully  paid and  non-assessable,
               except  for  the   pledge  to  DLJMC  to  secure  the   Company's
               obligations  under the DLJMC  Credit  Facility,  are owned by the
               Company,  free and clear of any security  interest,  claim, lien,
               encumbrance or adverse interest of any nature;

                    (iv)  all the  outstanding  Common  Shares  have  been  duly
               authorized and validly issued and are fully paid,  non-assessable
               and not subject to any preemptive or similar rights;

                    (v) the Shares have been duly  authorized,  and, when issued
               and delivered to the Underwriter against payment therefor

                                       21

<PAGE>



               as provided by this Agreement,  will have been validly issued and
               will be fully paid and  non-assessable,  and the issuance of such
               Shares is not subject to any preemptive or similar rights;

                    (vi) the  Company  has no  outstanding  Preferred  Shares of
               Beneficial Interest;

                    (vii) to the best of such counsel's knowledge,  there are no
               outstanding  subscriptions,  rights,  warrants,  options,  calls,
               convertible  securities,  commitments of sale or liens related to
               or  entitling  any person to purchase or otherwise to acquire any
               Common  Shares of, or other  ownership  interest  in, the Company
               except as otherwise disclosed in the Registration Statement;

                    (viii) the authorized capital of the Company,  including the
               Common  Shares,  conforms as to legal matters to the  description
               thereof contained in the Prospectus;

                    (ix)  the   statements   under  the   captions  (i)  "Recent
               Developments" and "Underwriting" in the Prospectus Supplement and
               (ii)   "Limitation   of   Liability;    Shareholder   Liability",
               "Redemption;  Trustees;  Business  Combinations and Control Share
               Acquisitions"   in  the  Prospectus,   as  of  the  date  of  the
               Prospectus;  and "Item 5. Other Events" in the Company's  Current
               Report  on Form 8-K dated  November  21,  1997;  "Part I. Item 2.
               Management's Discussion and Analysis of Results of Operations and
               Financial  Condition -- Overview"  and "--  Liquidity and Capital
               Resources" in the Company's Quarterly Report on Form 10-Q for the
               quarter ended  September  30, 1997;  "Part II. Item 2. Changes in
               Securities"  in the Company's  Quarterly  Report on Form 10-Q for
               the quarter  ended June 30, 1997;  "Item 5. Other  Events" in the
               Company's  Current Report on Form 8-K dated May 20, 1997;  "Other
               Information--Incentive    Share   Award   Plan"   and    "Certain
               Relationships  and Related  Transactions"  in the Company's Proxy
               Statement  relating  to  the  May  20,  1997  Annual  Meeting  of
               Shareholders  (incorporated  by reference in the Company's Annual
               Report on Form 10-K for the year  ended  December  31,  1996 (the
               "Form  10-K"));  and "Item 1.  Business",  "Item 2.  Properties",
               "Item 5.  Market  For  Registrant's  Common  Equity  and  Related
               Stockholder  Matters",   "Item  7.  Management's  Discussion  and
               Analysis of Results of  Operations  and  Financial  Condition  --
               Overview" and " -- Liquidity  and Capital  Resources" in the Form
               10-K,  in each case as of the date of  filing  of such  document,
               insofar as such statements constitute a summary of legal matters,
               documents or proceedings referred to therein,

                                       22

<PAGE>



               fairly  present the  information  called for with respect to such
               legal matters, documents and proceedings;

                    (x) the statements  under the captions  "Federal  Income Tax
               Consequences"   in  the   Prospectus   Supplement  and  "Item  1.
               Business--Taxation of the Company", "--Taxation of Shareholders",
               "--Other  Tax  Considerations",   "--Certain  United  States  Tax
               Considerations  Non-U.S.  Shareholders",  "--Federal Estate Tax",
               "--Backup  Withholding and Information  Reporting  Requirements",
               "--Other Tax  Consequences"  and "--ERISA Plans,  Keogh Plans and
               Individual Retirement Accounts" in the Form 10-K, insofar as such
               statements  constitute  a summary of legal  matters or  documents
               referred to therein,  fairly present the  information  called for
               with respect to such legal matters, documents and proceedings;

                    (xi) the  Registration  Statement has become effective under
               the Act, the Prospectus was filed with the Commission pursuant to
               Rule 424 within the applicable time period prescribed by Rule 424
               and,  to the  best of such  counsel's  knowledge,  no stop  order
               suspending its  effectiveness  has been issued and no proceedings
               for that purpose are, to the knowledge of such  counsel,  pending
               before or contemplated by the Commission;

                    (xii) the  Company  and each of its  subsidiaries  is not in
               violation   of  its   Declaration   of  Trust,   Certificate   of
               Incorporation  or Bylaws and, to such  counsel's  knowledge,  the
               Company  and each of its  subsidiaries  is not in  default in the
               performance of any obligation,  agreement or condition  contained
               in  any  bond,   debenture,   note  or  any  other   evidence  of
               indebtedness or in any other  agreement,  indenture or instrument
               material  to the  conduct of the  business of the Company and its
               subsidiaries,  taken as a whole,  to which the  Company or any of
               its  subsidiaries  is a party  or by  which  any of them or their
               respective property is bound;

                    (xiii) this Agreement has been duly authorized, executed and
               delivered by the Company and is a valid and binding  agreement of
               the Company, enforceable against it in accordance with its terms,
               except as enforceability of any  indemnification  or contribution
               provisions  contained  therein  may be limited  under  federal or
               state securities laws or public policy;

                    (xiv) each Transaction  Document  executed by the Company or
               any of its  subsidiaries  as of the date of such opinion has been
               duly authorized, executed and delivered by it;

                                       23

<PAGE>




                    (xv) no  consent,  approval,  authorization  or order of, or
               qualification  with,  any United States  federal,  Massachusetts,
               Delaware or Maryland  governmental body or agency (other than any
               Massachusetts,  Delaware or Maryland body or agency  dealing with
               securities  laws,  as to which such  counsel  need not express an
               opinion) is required for the  execution,  delivery or performance
               by the  Company  or any of its  subsidiaries  of its  obligations
               under  each  Transaction  Document  to which it is a party or the
               consummation of the transactions contemplated thereby;

                    (xvi) to the best of such counsel's knowledge,  there are no
               legal or governmental  proceedings pending or threatened to which
               the Company or any of its subsidiaries is a party or to which any
               of the Hotels is subject that are required to be described in the
               Registration   Statement  or  the   Prospectus  and  are  not  so
               described,  nor any  statutes,  regulations,  contracts  or other
               documents  that are required to be described in the  Registration
               Statement  or the  Prospectus  or to be filed as  exhibits to the
               Registration  Statement  that  are  not  described  or  filed  as
               required;

                    (xvii)  to such  counsel's  knowledge,  the  Company  or its
               subsidiaries, as owners of the Current Hotels, have all Approvals
               as may be  necessary  to own the  Current  Hotels  in the  manner
               described in or contemplated  by the  Prospectus,  except for any
               such  Approvals the absence of which would not,  singly or in the
               aggregate,  have a material adverse effect on the Company and its
               subsidiaries, taken as a whole;

                    (xviii)  the  Company is not an  "investment  company"  or a
               company  "controlled"  by  an  "investment  company"  within  the
               meaning of the Investment Company Act of 1940, as amended;

                    (xix)  such  counsel  confirms  as of the  Closing  Date its
               opinions  filed  as  Exhibits  5.1  and  8  to  the  Registration
               Statement; and

                    (xx)  (1)  each  document,  if any,  filed  pursuant  to the
               Exchange Act and  incorporated  by  reference  in the  Prospectus
               (except  for  financial   statements  and  other   financial  and
               statistical  data and  schedules  as to which no opinion  need be
               expressed)  complied as to form in all material respects with the
               Exchange  Act  when  so  filed  with  the  Commission,   (2)  the
               Registration  Statement and the  Prospectus and any supplement or
               amendment  thereto  (except for  financial  statements  and other
               financial and statistical

                                       24

<PAGE>



               data and  schedules  as to which no  opinion  need be  expressed)
               comply as to form in all material  respects with the Act, and (3)
               no facts have come to such  counsel's  attention  that would lead
               such counsel to believe (i) that (except for financial statements
               and  other  financial  and  statistical  data and  schedules,  as
               aforesaid) the Registration Statement and the prospectus included
               therein  (x)  at  the  time  the  Registration  Statement  became
               effective and (y) on the date hereof, respectively, contained any
               untrue  statement  of a  material  fact  or  omitted  to  state a
               material fact required to be stated  therein or necessary to make
               the   statements   therein  not   misleading  or  (ii)  that  the
               Prospectus, as amended or supplemented, if applicable (except for
               financial statements and other financial and statistical data and
               schedules, as aforesaid) at the time it was first provided to the
               Underwriter for use in connection with the offering of the Shares
               and as of the  Closing  Date  contained  or  contains  any untrue
               statement  of a  material  fact or  omitted  or  omits to state a
               material fact necessary in order to make the statements  therein,
               in the light of the circumstances under which they were made, not
               misleading;

         In giving such opinion  with  respect to the matters  covered by clause
(xx),  such counsel may state that their opinion and belief are based upon their
participation  in the preparation of the  Registration  Statement and Prospectus
and any amendments or supplements thereto and documents  incorporated therein by
reference,  and review and discussion of the contents  thereof,  but are without
independent check or verification except as specified.

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of  Ballard  Spahr  Andrews &  Ingersoll,  LLP as to  matters
governed by the laws of the State of Maryland.  In addition,  in rendering their
opinion,  such  counsel may state that their  opinion as to laws of the State of
Delaware is limited to the Delaware General Corporation Law.

          The opinions of Sullivan & Worcester  LLP and Ballard  Spahr Andrews &
Ingersoll, LLP, described in paragraph (d) above shall be rendered to you at the
request of the Company and shall so state therein.

                  (e) You shall have  received on the  Closing  Date an opinion,
         dated the  Closing  Date,  of Davis Polk &  Wardwell,  counsel  for the
         Underwriter,  as to the matters  referred to in clauses (v),  (ix) (but
         only with respect to the statements under the caption "Underwriting" in
         the Prospectus  Supplement),  (xiii) (but only as to due authorization,
         execution and delivery) and clause (xx) of the foregoing  paragraph (d)
         (but only with respect to clauses (2), (3)(i)(y) and (3)(ii) thereof).

                                       25


<PAGE>



         In giving such opinion  with  respect to the matters  covered by clause
(xx),  such counsel may state that their opinion and belief are based upon their
participation  in the preparation of the  Registration  Statement and Prospectus
and any amendments or supplements thereto (other than the documents incorporated
therein  by  reference)  and  review  and  discussion  of the  contents  thereof
(including the documents  incorporated  therein by  reference),  but are without
independent check or verification except as specified.

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of  Ballard  Spahr  Andrews &  Ingersoll,  LLP as to  matters
governed by the laws of the State of Maryland.

                  (f) You shall have  received  a letter  dated on and as of the
         Closing Date, in form and  substance  satisfactory  to you, from Arthur
         Andersen LLP,  independent public accountants,  with respect to certain
         financial statements and certain financial  information contained in or
         incorporated  by  reference  into the  Registration  Statement  and the
         Prospectus,  in  substantially  the form and  substance  of the  letter
         delivered to you by Arthur Andersen LLP on the date of this Agreement.

                  (g) The Shares shall have been duly listed,  subject to notice
         of issuance, on the NYSE.

                  (h) The  Company  shall  not  have  failed  at or prior to the
         Closing  Date to perform or comply  with any of the  agreements  herein
         contained  and required to be performed or complied with by the Company
         at or prior to the Closing Date.

         The obligation of the  Underwriter to purchase any Shares  hereunder is
subject to the delivery to the Underwriter on the Closing Date of such documents
as the Underwriter may reasonably  request with respect to the good standing and
qualification to do business in applicable  jurisdictions of the Company and its
subsidiaries, the due authorization and issuance of the Shares and other matters
related to the issuance of the Shares.

           9. Effective Date of Agreement and Termination.  This Agreement shall
become effective upon the execution of this Agreement by the parties hereto.

         This  Agreement may be terminated at any time prior to the Closing Date
by the  Underwriter by written notice to the Company if any of the following has
occurred: (i) since the respective dates as of which information is given in the
Registration  Statement  and the  Prospectus,  any  material  adverse  change or
development  involving a prospective  material  adverse change in the condition,
financial or  otherwise,  of the Company or the earnings,  affairs,  or business
prospects of the Company, whether or not arising in the ordinary course of

                                       26

<PAGE>



business, which would, in the judgment of the Underwriter, make it impracticable
or  inadvisable  to (x)  commence or continue  the  offering of the units of the
Trust to the public,  or (y) enforce  contracts for the sale of the units of the
Trust,  (ii) any outbreak or  escalation  of  hostilities  or other  national or
international  calamity  or crisis or change in  economic  conditions  or in the
financial markets of the United States or elsewhere that, in the judgment of the
Underwriter,  is  material  and  adverse and would,  in your  judgment,  make it
impracticable  or  inadvisable  to (x)  commence or continue the offering of the
units of the Trust to the public,  or (y) enforce  contracts for the sale of the
units of the Trust,  (iii) the  suspension or material  limitation of trading in
securities or other  instruments  on the NYSE, the American Stock Exchange , The
Chicago Board of Options Exchange,  the Chicago Mercantile Exchange, the Chicago
Board of Trade or the  Nasdaq  National  Market  or  limitation  on  prices  for
securities  on any  such  exchange  or the  Nasdaq  National  Market,  (iv)  the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter  market,  (v)  the  enactment,  publication,  decree  or  other
promulgation of any federal or state statute,  regulation,  rule or order of any
court or other  governmental  authority  which in the opinion of the Underwriter
materially and adversely  affects,  or will materially and adversely affect, the
business  or  operations  of the  Company,  (vi) the  declaration  of a  banking
moratorium by either  federal or New York State  authorities or (vii) the taking
of any action by any federal,  state or local government or agency in respect of
its monetary or fiscal  affairs  which in the opinion of the  Underwriter  has a
material adverse effect on the financial markets in the United States.

          10.  Miscellaneous.  Notices  given  pursuant to any provision of this
Agreement shall be addressed as follows:  (a) if to the Company,  to Hospitality
Properties Trust, 400 Centre Street, Newton, MA 02158, Attention: President, and
(b) if to the Underwriter, to you at Prudential Securities Incorporated, One New
York Plaza, New York, New York 10292,  Attention:  Jean-Claude Canfin, or in any
case to such other  address as the person to be notified  may have  requested in
writing.

         The parties hereto agree,  for purposes of Section 6(b),  Section 7 and
any other provision of this Agreement, that the only information relating to the
Underwriter furnished to the Company in writing by the Underwriter expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectus or
any  amendment  or  supplement  thereto  is  the  information  furnished  by the
Underwriter included in the Prospectus, (i) in the second sentence of the second
paragraph on the cover page of the Prospectus, (ii) naming the Underwriter under
the caption "Underwriting" and (iii) in the third and sixth paragraphs under the
caption "Underwriting" in the Prospectus.

         The respective indemnities,  contribution agreements,  representations,
warranties and other statements of the Company, its officers and trustees and of
the Underwriter set forth in or made pursuant to this Agreement shall remain

                                       27

<PAGE>



operative and in full force and effect, and will survive delivery of and payment
for the Shares,  regardless  of (i) any  investigation,  or  statement as to the
results  thereof,  made by or on behalf of the Underwriter or by or on behalf of
the  Company,  or its officers or trustees,  (ii)  acceptance  of the Shares and
payment for them hereunder and (iii) termination of this Agreement.

         If this Agreement shall be terminated by the Underwriter because of any
failure  or refusal  on the part of the  Company to comply  with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the  Underwriter  for  all  out-of-pocket   expenses  (including  the  fees  and
disbursements of counsel) reasonably incurred by it.

         Except  as  otherwise  provided,  this  Agreement  has been and is made
solely  for  the  benefit  of  and  shall  be  binding  upon  the  Company,  the
Underwriter,  any controlling  persons  referred to herein and their  respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other  person  shall  acquire  or have any  right  under or by virtue of this
Agreement.  The term  "successors  and assigns" shall not include a purchaser of
any of the Shares from the Underwriter merely because of such purchase.

         This Agreement  shall be governed and construed in accordance  with the
laws of the State of New York.

         This  Agreement may be signed in various  counterparts  which  together
shall constitute one and the same instrument.

                                       28

<PAGE>


         Please  confirm that the foregoing  correctly  sets forth the agreement
between the Company and the Underwriter.

                                            Very truly yours,

                                            HOSPITALITY PROPERTIES TRUST


                                            By: /s/ Thomas M. O'Brien 
                                                 Name:     Thomas M. O'Brien
                                                 Title:    Treasurer



PRUDENTIAL SECURITIES INCORPORATED


By: /s/ Jean-Claude Canfin    
     Name: Jean-Claude Canfin
     Title:  Managing Director

                                       29






                                                                     Exhibit 8.1

                            SULLIVAN & WORCESTER LLP
                             One Post Office Square
                           Boston, Massachusetts 02109




                                          February 12, 1998





Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02158

Ladies and Gentlemen:

         In connection with the registration by Hospitality  Properties Trust, a
Maryland real estate  investment trust (the "Company"),  of its common shares of
beneficial  interest (the  "Securities"),  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  Statement  on Form  S-3,  File No.  333-43573  (the  "Registration
Statement"),  under the Securities  Act of 1933, as amended (the "Act"),  and we
have  examined  originals or copies,  certified or otherwise  identified  to our
satisfaction, of the Registration Statement, 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. Specifically, and without limiting
the generality of the foregoing,  we have reviewed the Company's  declaration of
trust,  as amended and  restated,  the by-laws of the  Company,  the  prospectus
supplement  dated February 12, 1998 (the  "Prospectus  Supplement") to the final
prospectus dated January 15, 1998 (the "Base Prospectus", and as supplemented by
the  Prospectus  Supplement,  the  "Prospectus")  which  forms  a  part  of  the
Registration  Statement,  and the  Company's  Annual Report on Form 10-K for the
year  ended  December  31,  1996,  filed  under the  Exchange  Act (the  "Annual
Report"). We have reviewed the sections of the Annual Report captioned "Taxation
of the  Company"  and  "ERISA  Plans,  Keogh  Plans  and  Individual  Retirement
Accounts," as supplemented by the section in the Prospectus Supplement captioned
"Federal  Income Tax  Consequences."  With  respect to all  questions of fact on
which the opinion set forth below is based,  we have  assumed the  accuracy  and
completeness of and have relied on the information set forth in the Prospectus
and the Annual Report, and in the documents  incorporated  therein by reference,

<PAGE>


Hospitality Properties Trust
February 12, 1998
Page 2



and on  representations  made to us by the officers of the Company.  We have not
independently  verified  such  information;  nothing has come to our  attention,
however, which would lead us to believe that we are not entitled to rely on such
information.

         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,  the "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, the "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
"Taxation  of  the  Company"  and  "ERISA  Plans,  Keogh  Plans  and  Individual
Retirement  Accounts," and in the section of the Prospectus Supplement captioned
"Federal  Income  Tax  Consequences,"  we  have  made  certain  assumptions  and
expressed  certain   conditions  and  qualifications   therein,   all  of  which
assumptions, conditions and qualifications are incorporated herein by reference.

         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  "Taxation of the Company" and "ERISA Plans,  Keogh
Plans and Individual  Retirement Accounts," as supplemented by the discussion in
the Prospectus  Supplement  captioned  "Federal Income Tax Consequences," 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.

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


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