[LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]

                                January 19, 1996

Commercial Net Lease Realty, Inc.
400 East South Street
Suite 500
Orlando, Florida  32801

Ladies and Gentlemen:

      We have acted as counsel to Commercial Net Lease Realty, Inc., a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form S-3, Registration No. 33-61165 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, and declared effective by the Commission on October 18,
1995.  Pursuant to the Registration Statement, the Company proposes to issue and
sell 3,450,000 shares of common stock, par value $0.01 per share (the "Common
Stock") (including the underwriters' over-allotment option, if exercised), to
the public through certain underwriters pursuant to the terms set forth in the
prospectus supplement filed on January 5, 1996 (the "Prospectus Supplement") to
the prospectus filed as part of the Registration Statement.

      Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and other instruments
as we have deemed necessary and upon the laws as presently in effect, we are of
the opinion that the Common Stock has been duly authorized for issuance by the
Company, and that upon issuance and delivery in accordance with the purchase
agreement referred to in the Prospectus Supplement, the Common Stock will be
validly issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement.  We also consent to the reference to Shaw, Pittman, Potts
& Trowbridge under the caption "Legal Matters" in the Prospectus Supplement.

                                    Very truly yours,

                                    /s/ SHAW, PITTMAN, POTTS & TROWBRIDGE

                                    SHAW, PITTMAN, POTTS & TROWBRIDGE