Exhibit 8.1

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



                                November 10, 2003



Interstate Hotels & Resorts, Inc.
4501 N. Fairfax Drive
Arlington, VA  22203


Ladies and Gentlemen:

      In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Interstate Hotels & Resorts, Inc., a Delaware
corporation, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder (the "Rules"), we have been requested to render our opinion as to the
matters hereinafter set forth. Capitalized terms used and not otherwise defined
herein have the meanings given them in the Registration Statement.

      For purposes of our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such agreements and
other documents, records, certificates or other instruments as we have deemed
relevant and necessary and we have made such investigations of law as we have
deemed appropriate as a basis for the opinion expressed below.

      The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations and interpretations upon which our
opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below.

      Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we hereby confirm that the discussion set forth in the
Registration


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Statement under the heading "UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" is
our opinion.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES" in the prospectus included in the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required by the Act or the
Rules.

                                    Very truly yours,


                                /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                               -------------------------------------------------
                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP