Exhibit 8.1


PaulHastings /
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street, New York, New York, 10022-3205
telephone 212-318-6000 / facsimile 212-319-4090 / internet www.paulhastings.com

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(212) 318-6000



March 11, 2004                                                       23062.68339


Lexington Corporate Properties Trust
One Penn Plaza - Suite 4015
New York, New York  10119-4015

Ladies and Gentlemen:

We have acted as counsel to Lexington Corporate Properties Trust, a Maryland
statutory real estate investment trust (the "Company"), in connection with the
Form S-3 Registration Statement (No. 333-____) and prospectus filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 ("Act") on March 11, 2004 (together, the "Registration
Statement"). In such capacity, you have requested our opinion concerning the
qualification for federal income tax purposes of the Company as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (the
"Code").

In rendering our opinion, we have examined and relied upon the Registration
Statement, the Declaration of Trust and By-Laws of the Company, the Company's
federal income tax returns on Form 1120-REIT for its taxable years ending
December 31, 1993 through December 31, 2002 as well as other documents and
information we have deemed appropriate.

In addition, we have relied upon the factual representations of a duly appointed
officer of the Company dated March 11, 2004 regarding the organization and
actual and proposed operation of the Company (the "Officer's Certificate"). For
purposes of our opinion, we have made such factual and legal inquiries,
including examination of the documents set forth above, as we have deemed
necessary or appropriate for purposes of our opinion. However, we have not made
an independent investigation of the facts set forth in any of the
above-referenced documents, including the Officer's Certificate. We have,
consequently, relied upon your representations that the information presented in
such documents or otherwise furnished to us accurately and completely describes
all material facts relevant to our opinion. In addition, to the extent that any
of the representations provided to us in the Officer's Certificate are with
respect to matters set forth in the Code or Treasury Regulations thereunder, we
have reviewed with the individuals making such representations the relevant
portion of the Code and the applicable Regulations.






Lexington Corporate Properties Trust
March 11, 2004
Page 2


This opinion is based on the assumption that the Company has operated and will
continue to be operated in the manner described in the Officer's Certificate,
the Registration Statement, and the applicable organizational documents and that
all terms and provisions of such documents have been and will continue to be
complied with. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.

On the basis of the foregoing, and in reliance thereon, subject to the
limitations, qualifications and exceptions set forth therein, it is our opinion
that, commencing with its taxable year ended December 31, 1993, the Company has
been organized and has operated in conformity with the requirements for
qualification as a real estate investment trust pursuant to Sections 856 through
860 of the Code, and the Company's current and proposed method of operation will
enable it to continue to meet the requirements for qualification and taxation as
a real estate investment trust under the Code.

For a summary of the legal analysis underlying the opinions set forth in this
letter, we incorporate by reference the discussion of federal income tax issues
under the caption, "Federal Income Tax Considerations," in the Registration
Statement.

The above opinions are based on the Code, Treasury Regulations promulgated
thereunder, administrative pronouncements and judicial interpretations thereof,
in each case as in effect on the date hereof, all of which are subject to
change. An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome on the merits and is not binding on the Internal
Revenue Service or the courts. Accordingly, there can be no assurance that the
Internal Revenue Service will not take a contrary position, that the applicable
law will not change, or that any such change will not have retroactive effect.
We assume no obligation to advise you of any changes in our opinion subsequent
to the delivery of this opinion letter. Moreover, the Company's qualification
and taxation as a real estate investment trust depend upon the Company's ability
to meet, on a continuing basis, through actual annual operating and other
results, the various requirements under the Code with regard to, among other
things, the sources of its gross income, the composition of its assets, the
level of its distributions to stockholders, and the diversity of its stock
ownership. Paul, Hastings, Janofsky & Walker LLP will not review the Company's
compliance with these requirements on a continuing basis. Accordingly, no
assurance can be given that the actual results of the Company's operations for
any one taxable year will satisfy such requirements.






Lexington Corporate Properties Trust
March 11, 2004
Page 3


We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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
Act or the rules and regulations of the Commission thereunder.


Very truly yours,



/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP