Exhibit 8.1


                       [LETTERHEAD OF LATHAM & WATKINS]


                                December 15, 2000





Host Marriott, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817

     Re:  Federal Income Tax Consequences
          -------------------------------

Ladies and Gentlemen:

     You have requested our opinion concerning the material federal income tax
consequences of the exchange of 9 1/4% Series G senior notes due 2007 of Host
Marriott, L.P. (the "Partnership") which have been registered under the
Securities Act of 1933, as amended, for outstanding 9 1/4% Series F senior notes
due 2007 of the Partnership, in connection with the Registration Statement on
Form S-4 filed herewith (the "Registration Statement").

     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion expressed herein, are set forth in the
Registration Statement. Based on such facts, it is our opinion that the
statements in the Registration Statement set forth under the caption "Material
Federal Income Tax Consequences of the Exchange," to the extent such statements
constitute matters of law summaries of legal matters or legal conclusions, are
the material federal income tax consequences of the exchange of the Series F
senior notes for Series G senior notes. No opinion is expressed as to any matter
not discussed therein.

     This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.


LATHAM & WATKINS

     Host Marriott, L.P.
     December _, 2000
     Page 2

     This opinion is rendered to you for use in connection with the Registration
Statement. We consent to your filing this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the headings
"Material Federal Income Tax Consequences of the Exchange" and "Legal Matters."


                                                          Very truly yours,

                                                          LATHAM & WATKINS