___________ __, 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 102,197,299 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 and other  securities  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 stock and other securities
of  Mission  West -  California  to be  exchanged  for  Common  Shares and other
securities  of the  Company  in the  manner  and on the terms  described  in the
Registration  Statement  and in the Merger  Agreement and Plan of Merger of even
date herewith, have been legally issued, fully paid, and are 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