EXHIBIT 8

[SULLIVAN & CROMWELL LETTERHEAD]


November 5, 1997


Entertainment Properties Trust,
One Kansas City Place,
1200 Main Street,
Suite 3250,
Kansas City, Missouri 64105.


Dear Sirs:

We have acted as your counsel in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
15,852,000 common shares of beneficial interest, $.01 par value per share, of
Entertainment Properties Trust (the "Trust").
In rendering this opinion, we have reviewed such documents as we have
considered necessary or appropriate. In addition, in rendering this opinion, we
have relied upon the statements and representations contained in the
certificate, dated November 5, 1997 (the "Certificate"), provided to us by David
M. Brain on behalf of the Trust.
In rendering this opinion we have also assumed, with your approval,
that (I) the statements and representations made in the Certificate are and will
continue to be true and correct and (II) the Certificate has


Entertainment Properties Trust -2-


been executed by an appropriate and authorized officer of the Trust.
Based on the foregoing and in reliance thereon and subject thereto and
on an analysis of the Internal Revenue Code of 1986 (the "Code"), Treasury
Regulations thereunder, judicial authority and current administrative rulings
and such other laws and facts as we have deemed relevant and necessary, we
hereby confirm (i) our opinion that, commencing with its taxable year ending
December 31, 1997, the Trust has been organized in conformity with the
requirements for qualification as a real estate investment trust ("REIT") under
the Code, and its proposed method of operation will enable it to satisfy the
requirements for qualification and taxation as a REIT and (ii) our opinion set
forth under the caption "Federal Income Tax Considerations" in the Prospectus of
the Trust included in the Registration Statement (No. 333-35281) on Form S-11
under the Securities Act of 1933 (the "Prospectus") filed by the Trust with the
Securities and Exchange Commission of the United States.
The Trust's qualification as a REIT will depend upon the continuing
satisfaction by the Trust of the requirements of the Code relating to
qualification for REIT status; which requirements include those that are
dependent upon actual operating results, distribution levels, diversity of stock
ownership, asset composition, source of income and recordkeeping. We do not
undertake to monitor whether the Trust actually has satisfied or will satisfy
the various qualification tests, and we express no opinion


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concerning whether the Trust actually has satisfied or will satisfy these
various qualifications tests.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement of which
the Prospectus is a part and the reference to us in the Prospectus under the
caption "Federal Income Tax Considerations". In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.

Very truly yours,

Sullivan & Cromwell