EXHIBIT 8.1
                                                                         to S-11



                       [Letterhead of Shearman & Sterling]



                                    [ ], 2003



Delphi Corporation
Delphi Properties, Inc.
5725 Delphi Drive
Troy, Michigan 48098


                             Delphi Properties, Inc.

Ladies and Gentlemen:

                  We have acted as federal income tax counsel to Delphi
Corporation, a Delaware corporation ("Delphi"), and Delphi Properties, Inc., a
Maryland corporation (the "Company" and, together with Delphi, the
"Co-Issuers"), in connection with the issuance by the Co-Issuers of up to
13,800,000 shares of Company Series A preferred stock, which are automatically
exchangeable into Delphi Series AA preferred stock upon the occurrence of
certain events. In that capacity, you have requested our opinion regarding the
ability of the Company to elect to be treated for United States federal income
tax purposes as a real estate investment trust (a "REIT"), within the meaning of
section 856(a) of the Internal Revenue Code of 1986, as amended (the "Code").

                  In rendering this opinion, we have relied upon statements
contained in letters to us from Delphi and the Company, each dated [____], 2003
and delivered in connection with this opinion (the "Representation Letters"). We
have assumed, without independent verification or inquiry, that the statements
made in the Representation Letters are true and correct and that the
Representation Letters have been executed by an appropriate and authorized
officer of Delphi and the Company, respectively.

                  In connection with this opinion, we have reviewed copies of
the registration statement on Form S-3 (Registration No. 333-[____]), Form S-11
(Registration No. 333[___]) and Form S-11 (Registration No.333-[____]) filed by
the Co-Issuers under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission on [_____], 2003 and copies of the related prospectuses
(the final prospectus dated [____], 2003, in the form in which it was




Delphi Corporation
Delphi Properties, Inc.
Page 2
[___], 2003



filed pursuant to Rule 424(b) under the Securities Act, including the documents
incorporated by reference therein, being hereinafter referred to as the
"Prospectus") and have reviewed and relied upon originals or copies of such
other agreements and documents as we deemed necessary or appropriate for
purposes of the opinions rendered herein. In performing such review we have
assumed the genuineness of all signatures on all documents reviewed by us, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. In making our examination of any documents executed, or
to be executed, by the parties indicated therein, we have also assumed, without
independent verification or inquiry, that each party has, or will have, the
power, corporate or other, to enter into and perform all obligations thereunder,
and have assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by each party indicated in the documents and
that such documents constitute, or will constitute, valid and binding
obligations of each party, and that the transactions contemplated by such
documents will be consummated in accordance with the terms thereof.

                  Based on the foregoing and in reliance thereon, and subject to
the qualifications, exceptions and limitations contained herein, we are of the
opinion that, commencing with its taxable year ending on December 31, 2003, the
Company will be owned and organized in conformity with the requirements for
qualification and taxation as a REIT under the Code, and its proposed method of
operation will enable it to meet the requirements for qualification and taxation
as a REIT under the Code.

                  Qualification of the Company as a REIT will depend upon the
satisfaction by the Company, through actual operating results, distribution
levels, diversity of stock ownership and otherwise, of the applicable asset
composition, source of income, shareholder diversification, distribution,
recordkeeping and other requirements of the Code necessary for a corporation to
qualify as a REIT. No assurance can be given that the actual results of the
Company's operations for any taxable year will satisfy all such requirements. We
do not undertake to monitor whether the Company actually will satisfy the
various qualification tests, and we express no opinion as to whether the Company
actually will satisfy these various qualification tests.

                  We confirm that the statements contained in the Prospectus
under the captions "Summary - The Offering - Tax Consequences" and "Federal
Income Tax Considerations," insofar as such statements constitute a summary of
the legal matters referred to therein, have been reviewed by us and are correct
in all material respects.

                  This opinion is based on the Code, existing and proposed
Treasury regulations promulgated thereunder, judicial authorities and current
administrative rulings, and such other laws and authorities as we have deemed
relevant and necessary, all of which are subject to change, possibly with
retroactive effect, and differing interpretation. There can be no assurance,
moreover, that the opinion expressed herein will be accepted by the Internal
Revenue Service or, if challenged, by a court of law. A change in the
authorities or the accuracy or completeness of




Delphi Corporation
Delphi Properties, Inc.
Page 3
[___], 2003


any of the information, documents, certificates, records, statements,
representations, covenants, or assumptions on which this opinion is based could
adversely affect the conclusions set forth herein. This opinion is expressed as
of the date hereof, and we undertake no obligation to supplement or revise our
opinion to reflect any changes in applicable law (including changes that have
retroactive effect) or in any information, document, certificate, record,
statement, representation, covenant, or assumption relied upon herein that
becomes incorrect or untrue. We have not considered and do not express any
opinion other than that expressly set forth above. Nor have we addressed the
consequences, if any, under the laws of any state, locality or foreign
jurisdiction.

                  We hereby consent to the use of this letter as an exhibit to
the Registration Statement and to the use of our name under the heading "Federal
Income Tax Considerations" in the Prospectus. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
promulgated thereunder.


                                                              Very truly yours,