EXHIBIT 8
BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
April 16, 2001
Duke-Weeks Realty Corporation
600 East 96th Street, Suite 100
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 149,802 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") by certain shareholders in
connection with the exchange for Common Stock of units of
partnership interest of Duke-Weeks Realty Limited Partnership
(the "Operating Partnership"). 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
April 16, 2001
Page 2
(ii) The Second Amended and Restated Agreement of Limited
Partnership of 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
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
Duke-Weeks Realty Corporation
April 16, 2001
Page 3
opinions are further based upon 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
existing as of the date of this letter to the transactions
described herein. We
Duke-Weeks Realty Corporation
April 16, 2001
Page 4
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,
/s/ BOSE McKINNEY & EVANS LLP