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                                                                     EXHIBIT 8.3

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





(212) 373-3000


(212) 757-3990


                                 July 20, 2001






MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007

FelCor Lodging Trust Incorporated
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062

Ladies and Gentlemen:

                  We have acted as tax counsel to MeriStar Hospitality
Corporation ("MeriStar") and MeriStar Hospitality Operating Partnership, L.P.
("MeriStar OP") in connection with the proposed merger (the "Merger") of
MeriStar with and into FelCor Lodging Trust Incorporated ("FelCor") and the
proposed merger (the "Partnership Merger") of a wholly-owned subsidiary of
FelCor Lodging Limited Partnership ("FelCor OP") with and into MeriStar OP,
pursuant to the Agreement and Plan of Merger, dated as of May 9, 2001, by and
among FelCor, FelCor OP, MeriStar and MeriStar OP, as proposed to be amended by
the form of First Amendment to Agreement and Plan of Merger filed as an exhibit
to Amendment No. 1 to the Registration Statement of FelCor and FelCor OP (file
no. 333-62510), filed on the date of this opinion (as proposed to be amended,
the "Merger Agreement").

                  We are giving this opinion in connection with the Registration
Statement on Form S-4, File No. 333-62510 (as amended to date, the "Registration
Statement"), filed by FelCor and FelCor OP with the Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act") and the rules and regulations of the
Commission promulgated thereunder.


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MeriStar Hospitality Corporation
FelCor Lodging Trust Incorporated                                              2


                  In rendering our opinion, we have reviewed copies of the
Registration Statement and all amendments to date and the Merger Agreement. 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 as a basis
for the opinion expressed below.

                  In our examination of documents, we have assumed, with your
consent and without independent investigation, 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 and each document represents the
entire agreement (including amendments) among the parties with respect to the
subject matter thereto; (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 such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms.

                  This opinion is given as of the date hereof and is based on
various Internal Revenue Code provisions, Treasury Regulations promulgated under
the Internal Revenue 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 Registration Statement or
the Merger Agreement might affect the conclusions stated herein.

                  The opinion confirmed herein has no binding effect on the
United States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion confirmed herein.

                  We hereby confirm our opinion set forth under the captions
"United States Federal Income Tax Considerations" in the Registration Statement.
While the descriptions referred to therein discuss the material anticipated
United States federal income tax consequences of the Merger and the Partnership
Merger to United States stockholders of FelCor and MeriStar and to United States
unitholders of MeriStar OP, they do not purport to discuss all United States
federal income tax considerations and our opinion is limited to those United
States federal income tax considerations specifically discussed therein.

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


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MeriStar Hospitality Corporation
FelCor Lodging Trust Incorporated                                              3


                  We are furnishing this letter in our capacity as tax counsel
to MeriStar. This letter is not to be used, circulated, quoted or otherwise
referred to for any other purpose, except as set forth below.

                  We hereby consent to the filing of this opinion as Exhibit 8.3
to the Registration Statement and to the use of our name under the captions
"United States Federal Income Tax Considerations" in the Registration Statement
and the prospectuses included therein. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

                                Very truly yours,



                    Paul, Weiss, Rifkind, Wharton & Garrison