[G & J Letterhead]


                             ___________ __, 1998



Mission West Properties, Inc.
10050 Bandley Drive
Cupertino, CA 95014

Re:   Registration Statement on Form S-4
      Registration No. 333-52835

Ladies and Gentlemen:

We render this opinion in connection with the registration of 93,398,705  shares
of common  stock,  $.001 par value per share (the "Common  Shares"),  of Mission
West  Properties,   Inc.,  a  Maryland  corporation  (the  "Company")  with  the
Securities and Exchange Commission on a Registration  Statement on Form S-4 (the
"Registration  Statement"),  relating to the  exchange of the Common  Shares for
shares of common stock of Mission  West  Properties,  a  California  corporation
("Mission   West-California"),   in  a   merger   entered   into  to   effect  a
reincorporation  of Mission  West-California.  We have examined such  documents,
records  and  matters  of law as we have  considered  relevant.  Based upon such
examination, it is our opinion that the Common Shares, when issued and delivered
in the manner and on the terms described in the Registration Statement,  will be
legally issued, fully paid, and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement.

Very truly yours,



Graham & James LLP