Exhibit 8.2


                 [DRAFT FORM OF TAX OPINION - ARNOLD & PORTER]

                             _______________, 2002


Interstate Hotels Corporation
Foster Plaza Ten
680 Andersen Drive
Pittsburgh, PA 15220

Ladies and Gentlemen:

     You have requested our opinion, as tax counsel to Interstate Hotels
Corporation ("Interstate"), as to certain federal income tax consequences of
the proposed merger (the "Merger") of Interstate with and into MeriStar Hotels
& Resorts, Inc. ("MeriStar") pursuant to the Agreement and Plan of Merger,
dated as of May 1, 2002, between Interstate and MeriStar (the "Plan of
Merger"). All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Plan of Merger.

     In preparing our opinion, you have directed us to assume that (1) the
Merger will be consummated in accordance with the terms, conditions and other
provisions of the Plan of Merger and none of the terms and conditions contained
therein has been or will be waived or modified in any respect; (2) all of the
factual information, descriptions, representations and assumptions set forth or
referred to (a) in this letter (an advance copy of which has been provided to
you), (b) in the Plan of Merger, (c) in letters to us from Interstate, dated
____________, and from MeriStar, dated ____________ (the "Letters") and (d) in
the Proxy Statement prepared in connection with the Merger, are accurate and
complete and will be accurate and complete at the Effective Time; and (3) any
representations made in the Letters "to the best knowledge of" or like import
are accurate without such qualification.

     In our examination of documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals
of such documents. We have not independently verified any factual matters
relating to the Merger in connection with or apart from our preparation of this
opinion. Accordingly, our opinion does not take into account any matters not
set forth herein which might have been disclosed by independent verification.

Interstate Hotels Corporation
___________, 2002
Page 2


     Assuming that the Merger is consummated in accordance with the terms and
conditions set forth in the Plan of Merger, and based on the facts set forth or
referred to in this letter, in the Letters, in the Plan of Merger and in the
Proxy Statement, including all assumptions and representations in any such
documents, and subject to the qualifications and other matters set forth
herein, it is our opinion that, for federal income tax purposes, (1) the Merger
will be treated as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and (2) Interstate and
MeriStar will each be a party to that reorganization within the meaning of
Section 368(b) of the Code.

     Our opinion is limited to the foregoing federal income tax consequences of
the Merger, which are the only matters as to which you have requested our
opinion, and you must judge whether the matters addressed herein are sufficient
for your purposes. We do not address any other federal income tax consequences
of the Merger or other matters of federal law and we have not considered
matters (including state or local tax consequences) arising under the laws of
any jurisdiction other than matters of United States federal income tax law.

     Our opinion is based on the understanding that the relevant facts are, and
will be at the Effective Time, as set forth or referred to in this letter. If
this understanding is incorrect or incomplete in any respect, our opinion could
be affected.

     Our opinion is also based on the Code, Treasury Regulations promulgated
under the Code, case law and Internal Revenue Service rulings as they now
exist. These authorities are all subject to change and such change may be made
with retroactive effect. We can give no assurance that after any such change,
our opinion would not be different. Moreover, our opinion is not binding on the
Internal Revenue Service or the courts. We undertake no responsibility to
update or supplement our opinion.

          This opinion letter is being rendered to you in connection with the
Merger and in satisfaction of the requirement set forth in Section 6.3(e) of
the Plan of Merger. This opinion letter (and the opinions expressed herein) may
not be relied upon by you for any other purpose, or relied upon by, or
furnished to, any other person, firm or corporation without our prior written
consent. We hereby consent to the filing of this opinion letter as an exhibit
to the Form S-4 which includes the Proxy Statement as a prospectus filed with
the Securities and Exchange Commission on        , 2002, and to the use of our
name in the Proxy Statement under the caption "Material United States Federal
Income Tax Consequences of the Merger". In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.


Interstate Hotels Corporation
__________, 2002
Page 3



                                   Very truly yours,