Exhibit 8.1

                   [SONNENSCHEIN NATH & ROSENTHAL LETTERHEAD]





                                                September 24, 2004



Entertainment Properties Trust
30 West Pershing Road, Suite 201
Kansas City, Missouri 64108

     Re:  Certain U.S. Federal Income Tax Issues

Ladies and Gentlemen:

     We have acted as tax counsel to Entertainment  Properties Trust, a Maryland
real estate  investment  trust (the  "Company") in  connection  with the sale by
certain  shareholders  of up to eight hundred  fifty seven  thousand one hundred
forty five (857,145)  common shares of beneficial  interest (the  "Securities"),
pursuant to a registration  statement on Form S-3,  registration No. 333-119160,
(as amended and supplemented from time to time, the  "Registration  Statement"),
and the related  prospectus  and  prospectus  supplement.  The Company is a real
estate  investment  trust  organized  under  the laws of the  State of  Maryland
primarily for the purpose of acquiring and leasing certain real estate.

     You have requested our opinion as to (i) the  qualification  of the Company
as a real  estate  investment  trust for U.S.  federal  income tax  purposes  (a
"REIT") under the provisions of Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) the accuracy of the discussion of
U.S. federal income tax consequences  contained under the caption "U.S.  Federal
Income Tax Consequences" in the prospectus.

     This  opinion  is  based  on  information  and  representations  made in an
Officers'  Certificate dated September 24, 2004. With the Company's  permission,
we have relied without  investigation  upon such  representations in giving this
opinion.  Our opinion is based solely on the information and representations set
forth in that Officers'  Certificate.  We have assumed,  with your consent, that
the  representations  set forth in the Officers'  Certificate are true, accurate
and complete as of the date hereof.

     Based on such  assumptions and  representations,  and assuming the accuracy
thereof,  it is our  opinion  that (i) as of the date  hereof,  the  Company  is
organized in conformity with the requirements for  qualification and taxation as
a REIT for U.S. federal income tax purposes, and its current method of operation
(to the extent  described in the Officers'  Certificate  and the  prospectus and
prospectus  supplement)  has enabled and will  continue to enable the Company to
meet the requirements for  qualification and taxation as a REIT for U.S. federal
income tax purposes and (ii) the statements in the prospectus  under the caption
"U.S. Federal Income Tax Consequences," to the extent that they describe matters
of law or legal conclusions, are correct in all material respects.

     This opinion is based in part on the Code, Treasury Regulations promulgated
thereunder and  interpretations  thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, each as of the date hereof and all
of which are subject to change either prospectively or retroactively.  Also, any
variation or difference in the facts or representations  from those set forth in
the  representations  furnished to us by the Company may affect the  conclusions
stated  herein.  Moreover,  the Company's  qualification  and taxation as a REIT
depend upon the  Company's  ability to meet,  through  actual  annual  operating
results,  distribution  levels and diversity of share  ownership and the various
qualification  tests imposed under the Code,  the results of which have not been
and will not be reviewed by us. Accordingly,  no assurance can be given that the
actual  results of the  Company's  operations  for any taxable year will satisfy
such requirements.

     We consent to the  reference to our firm under the captions  "U.S.  Federal
Income Tax Consequences" and "Legal Opinions" in the registration  statement and
accompanying  prospectus and prospectus supplement and to the attachment of this
opinion as an exhibit to the registration  statement.  Please be advised that we
have  rendered  no  opinion  regarding  any tax  issues  other than as set forth
herein.

     This  opinion  letter shall not be construed as or deemed to be a guarantee
or insuring  agreement.  We disclaim any  obligation  to update this opinion for
developments which may occur subsequent to the date hereof.

                                           Very truly yours,

                                           /s/ Sonnenschein Nath & Rosenthal LLP

                                           Sonnenschein Nath & Rosenthal LLP