Exhibit 8.1


           [LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]


                                                  May ___, 2002






MeriStar Hotel & Resorts, Inc.
1010 Wisconsin Avenue, NW
Washington, DC 20007

Ladies and Gentlemen:

                  We have acted as tax counsel to MeriStar Hotel & Resorts, Inc.
("MeriStar") in connection with the proposed merger ("Merger") of Interstate
Hotels Corporation ("Interstate") with and into MeriStar pursuant to the
Agreement and Plan of Merger dated as of May 1, 2002 (the "Merger Agreement") by
and among MeriStar and Interstate. This opinion is being furnished to you
pursuant to Section 6.2(e) of the Merger Agreement. All capitalized terms used
herein have their respective meanings set forth in the Merger Agreement unless
otherwise stated.

                  In rendering the opinion expressed herein, we have reviewed
copies of the Merger Agreement and the Registration Statement on Form S-4 (the
"Registration Statement"), as filed by MeriStar with the Securities and Exchange
Commission on May ___, 2002. We also have made such other investigations of fact
and law and have examined such other documents, records and instruments as we
have deemed necessary in order to enable us to render the opinion expressed
herein.

                  In our examination of documents, we have assumed, with your
consent, that: (i) all documents submitted to us are authentic originals, or if
submitted as photocopies, that they faithfully reproduce the originals thereof;
(ii) all such documents have been or will be duly executed to the extent
required; (iii) all representations and statements set forth in such documents
are true and correct; (iv) any representation or statement made as a belief or
made "to the knowledge of," or similarly qualified is correct and accurate
without such qualification; and (v) all obligations imposed by any


MeriStar Hotels & Resorts, Inc.                                               2


such documents on the parties thereto have been or will be performed or
satisfied in accordance with their terms.

                  Furthermore, we have assumed, with your consent, the accuracy
of the representations contained in the Tax Certificates from MeriStar and
Interstate dated the date hereof. These representations relate to the Merger and
its qualification as a reorganization under the Internal Revenue Code of 1986,
as amended (the "Code").


                  Based upon and subject to the foregoing, we are of the opinion
that the Merger will qualify as a reorganization under the provisions of Section
368(a) of the Code and that each of MeriStar and Interstate will be a party to
that reorganization within the meaning of Section 368(b) of the Code.

                  This opinion is given as of the date hereof and is based on
various Code provisions, Treasury Regulations promulgated under the Code 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. Further, any variation or difference in the
facts from those set forth in the Merger Agreement and the Registration
Statement may affect the conclusions stated herein.

                  We express no opinion as to any federal income tax issue or
other matter except that set forth above.

                                  Very truly yours,