EXHIBIT 8
BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
June 12, 2000
Duke-Weeks Realty Corporation
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke-Weeks Realty Corporation
(the "Company") with respect to the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") for the sale
of 483,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") by certain shareholders in
connection with the exercise of the Company's warrants. In
connection therewith, you have requested our opinion with respect
to the Company's continued qualification as a real estate
investment trust ("REIT") under the Internal Revenue Code of
1986, as amended (the "Code"). You have also requested our
opinion regarding certain United States Federal income tax
consequences to the Company and its shareholders of the
qualification of the Company as a REIT under the Code. All
capitalized terms used herein have their respective meanings as
set forth in the Registration Statement unless otherwise stated.
The Company is an Indiana corporation which has qualified as a
REIT within the meaning of Section 856(a) of the Code, for each
of its taxable years from and including the first taxable year
for which it made an election to be taxed as a REIT, and intends
to continue to so qualify.
In rendering the opinions stated below, we have examined and
relied, with your consent, upon the following:
(i) The Registration Statement;
Duke-Weeks Realty Corporation
June 12, 2000
Page 2
(ii) The Second Amended and Restated Agreement of Limited
Partnership of Duke-Weeks Realty Limited Partnership (the
"Operating Partnership");
(iii) The Second Amended and Restated Agreement of Limited
Partnership of the Services Partnership;
(iv) Such other documents, records and instruments as we
have deemed necessary in order to enable us to render the opinion
referred to in this letter.
In our examination of the foregoing documents, we have
assumed, with your consent, that (i) all documents reviewed by us
are original documents, or true and accurate copies of original
documents, and have not been subsequently amended, (ii) the
signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and
capacity, (iv) all representations and statements set forth in
such documents are true and correct, (v) all obligations imposed
by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services
Partnership at all times will be organized and operated in
accordance with the terms of such documents. We have further
assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services
Partnership's intended activities as described in the
Registration Statement and the reports incorporated therein by
reference.
For purposes of rendering the opinions stated below, we have
also assumed, with your consent, the accuracy of the
representations contained in the Certificate of Representations
dated July 28, 1999 provided to us by the Company, the Operating
Partnership and the Services Partnership. These representations
generally relate to the classification and operation of the
Company as a REIT and the organization and operation of the
Operating Partnership and the Services Partnership. Our opinions
are further based upon
Duke-Weeks Realty Corporation
June 12, 2000
Page 3
the Company's receipt of a letter ruling from the Internal
Revenue Service ("IRS") dated September 30, 1994 which concluded
that the Company's and the Operating Partnership's distributive
shares of the gross income of the Services Partnership will be in
proportion to their respective percentage shares of the capital
interests of the partners of the Services Partnership.
We have also reviewed the Registration Statement as to its
sections concerning certain United States Federal income tax
consequences to the Company and its shareholders of the
qualification of the Company as a REIT under the Code. Based upon
and subject to the foregoing, we are of the opinion that:
1. Assuming the Company was organized in conformity with
and has satisfied the requirements for qualification
and taxation as a REIT under the Code for each of its
taxable years from and including the first taxable year
for which the Company made the election to be taxed as
a REIT through 1993, the proposed methods of operation
of the Company, the Operating Partnership and the
Services Partnership since and including 1994 as
described in the Registration Statement and as
represented by the Company, the Operating Partnership
and the Services Partnership has permitted and will
permit the Company to continue to qualify to be taxed
as a REIT for all years since and including 1994 and
for its current and subsequent taxable years; and
2. The tax consequences to the Company and its
shareholders of qualification of the Company as a REIT
under the Code will be consistent with the discussion
contained in the section entitled "Federal Income Tax
Considerations" in the Registration Statement.
The opinions set forth in this letter represent our
conclusions as to the application of federal income tax laws
Duke-Weeks Realty Corporation
June 12, 2000
Page 4
existing as of the date of this letter to the transactions
described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinions.
Moreover, there can be no assurance that positions contrary to
our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions.
Further, the opinions set forth above represent our conclusion
based upon the documents, facts and representations referred to
above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could
affect the opinions referred to herein. Although we have made
such inquiries and performed such investigations as we have
deemed necessary to fulfill our professional responsibilities as
counsel, we have not undertaken an independent investigation of
the facts referred to in this letter.
We express no opinion as to any federal income tax issue or
other matter except those set forth or confirmed above. We
consent to the filing of this opinion as an exhibit to the
Registration Statement
Very truly yours,
BOSE McKINNEY & EVANS LLP