Exhibit 8.1


          Form of Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
                             Relating to Tax Matters


________________, 2004

Franklin Street Properties Corp.
401 Edgewater Place
Suite 200
Wakefield, MA  01880-6210

Re:   Certain Federal Income Tax Matters Related to Franklin Street
      Properties Corp.


Dear Ladies and Gentlemen:

This opinion is being delivered to you in connection with certain federal income
tax matters related to Franklin Street Properties Corp. ("FSP Corp.") in
connection with the registration of shares of common stock of FSP Corp. as more
fully described in FSP Corp.'s Registration statement on Form S-3 filed with the
Securities and Exchange Commission on ______, 2004 (the "Registration
Statement"). Except as otherwise provided, capitalized terms not defined herein
have the meanings set forth in the Registration Statement or in the letter
delivered to Wilmer Cutler Pickering Hale and Dorr LLP by FSP Corp. containing
certain representations of FSP Corp. relevant to this opinion (the
"Representation Letters"). All section references, unless otherwise indicated,
are to the United States Internal Revenue Code of 1986, as amended (the "Code").

The conclusions expressed herein represent our judgment as to the proper
application of relevant provisions of the Code, Treasury Regulations, case law,
and rulings and other pronouncements of the Internal Revenue Service (the "IRS")
as in effect on the date of this opinion. No assurances can be given that such
laws will not be amended or otherwise changed, or that such changes will not
affect the conclusions expressed herein. Nevertheless, we undertake no
responsibility to advise you of any developments in the application or
interpretation of the income tax laws of the United States.

Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.

In our capacity as counsel to FSP Corp., and for purposes of rendering this
opinion, we have examined and relied upon the Registration Statement, the
Agreement and Plan of Merger dated as of August 13, 2004, by and among FSP
Corp., Montague Acquisition Corp., Addison Circle Acquisition Corp., Royal Ridge
Acquisition Corp., Collins Crossing Acquisition Corp., FSP Montague Business
Center Corp., FSP Addison Circle Corp., FSP Royal Ridge Corp., and FSP Collins
Crossing Corp. (including the exhibits thereto, the "Merger Agreement"), the
Consent Solicitation/Prospectus on Form S-4 filed by FSP Corp. with the
Securities and Exchange Commission on _____________, 2004 related to the Merger



Franklin Street Properties Corp.
_____________, 2004
Page 2


Agreement (the "Consent Solicitation"), the Representation Letter, the Articles
of Incorporation of FSP Corp. and the Bylaws of FSP Corp., each as amended
though the date hereof, and such other documents as we considered relevant to
our analysis. In our examination of documents, we have assumed the authenticity
of original documents, the accuracy of copies, the genuineness of signatures,
and the legal capacity of signatories.

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. For purposes of rendering our opinion, however, we have
not made an independent investigation or audit of the facts set forth in any of
the above-referenced documents, including the Registration Statement, the Merger
Agreement, the Consent Solicitation and the Representation Letter. We
consequently have relied upon the representations contained therein and assumed
that the information presented in such documents or otherwise furnished to us is
accurate and complete in all respects relevant to our opinion. Without limiting
the foregoing, we have not undertaken to review and determine the tax status, as
a partnership for federal income tax purposes, of each Partnership Subsidiary in
which FSP Corp. owns an interest. Instead, we have relied upon your
representations, set forth in the Representation Letter, as to the status of the
Partnership Subsidiaries for federal income tax purposes. If any one or more of
the Partnership Subsidiaries were to be classified as an association taxable as
a corporation for federal income tax purposes, and FSP Corp. were considered to
own (or have owned) more than either (i) 10% of the voting power or (ii) 10% of
the total value of the outstanding securities of such entity, unless the entity
were either wholly-owned by FSP Corp. or properly classified as a real estate
investment trust, or were to qualify and elect to be treated as a "taxable REIT
subsidiary" under the applicable provisions of the Code), that could preclude
FSP Corp. from qualifying as a "real estate investment trust" for federal income
tax purposes and therefore would have a material adverse impact on the opinions
set forth herein.

In our review, we have assumed, with your consent, that all of the obligations
imposed by any documents on the parties thereto have been and will be performed
or satisfied substantially in accordance with their terms. Moreover, we have
assumed that FSP Corp. and the Partnership Subsidiaries have been and will
continue to be operated in the manner described in the relevant partnership
agreement, articles (or certificate) of incorporation or other organizational
documents and in the Registration Statement. Finally, we have assumed that any
statement in the Representation Letter that is made "to the knowledge of",
"belief of" or similarly qualified is correct and accurate, and that such
representation or statement will continue to be correct and accurate, without
such qualification.

We also have assumed for the purposes of this opinion, without inquiry with
respect thereto, that (i) FSP Corp is a validly organized and duly incorporated
corporation under the laws of the State of Maryland, and (ii) FSP Corp. made an
election to be taxed as a REIT for its taxable year ended December 31, 2002, and
has not revoked such election. In the event any of the statements,
representations, or assumptions upon which we have relied in rendering this
opinion is incorrect or incomplete, our opinion could be adversely affected and
may not be relied upon.




Franklin Street Properties Corp.
_____________, 2004
Page 3


Opinions

Based upon the foregoing, and subject to the various assumptions, limitations,
and qualifications set forth in this letter, we are of the opinion that:

1. FSP Corp. was organized and has operated in conformity with the requirements
for qualification and taxation as a real estate investment trust ("REIT") under
the Code for the taxable year ended December 31, 2004, and the Company's current
organization and method of operation (as described in the Registration Statement
and the Representation Letter) will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT.

2. To the extent that the matters discussed under the heading "Material United
States Federal Income Tax Considerations" in the Registration Statement
constitute matters of law, they are accurate in all material respects.

FSP Corp.'s qualification and taxation as a REIT depends upon FSP Corp.'s
ability to meet on a continuing basis, through actual annual operating and other
results, the various requirements under the Code and described in the
Registration Statement with regard to, among other things, the sources of its
gross income, the composition of its assets, the level of distributions to
stockholders, and the diversity of its share ownership. Wilmer Cutler Pickering
Hale and Dorr LLP will not review FSP Corp.'s compliance with these requirements
on a continuing basis. No assurance can be given that the actual results of
operations of FSP Corp., the sources of its income, the nature of its assets,
the level of FSP Corp.'s distributions to its shareholders and the diversity of
the Company's share ownership for any given taxable year will satisfy the
requirements under the Code for qualification and taxation as a REIT.

FSP Corp.'s ability to qualify as a REIT also depends on it not having any
"earnings and profits" accumulated in any prior taxable year of FSP Corp. or any
of its predecessors (including the Target REITs) in which FSP Corp. or the
predecessor was a taxable "C corporation" not qualified as a REIT. Although FSP
Corp. believes (and we have assumed for purposes of this opinion) that all of
its predecessors were (i) entities qualified as REITs, (ii) partnerships for
federal income tax purposes or (iii) disregarded entities for federal income tax
purposes and therefore incapable of having "earnings and profits" from a C
corporation, no assurances can be given that the IRS could not successfully
challenge such position.

This opinion addresses only the specific United States federal income tax
consequences set forth above in the numbered paragraphs under the caption
"Opinions", and does not address any other federal, state, local, or foreign
income, estate, gift, transfer, sales, use, or other tax consequences that may
be applicable to FSP Corp.

This opinion is intended solely for the purpose of inclusion as an exhibit to
the Registration Statement. It may not be relied upon for any other purpose or
by any other person or entity, and may not be made available to any other person
or entity without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and further consent to
the use of our name in the Registration Statement in connection with references
to this opinion. In giving this consent, however, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Very truly yours,