EXHIBIT 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
April 13, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments,
Inc. (the "Company") with respect to the preparation of a
Registration Statement on Form S-3 (the "Registration
Statement") for the sale of 211,475 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 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 Realty Investments, Inc.
April 13, 1998
Page 2
(ii) The First Amended and Restated Agreement of
Limited Partnership of the Operating Partnership and
subsequent amendments thereto;
(iii) The First 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 April 13, 1998 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
Duke Realty Investments, Inc.
April 13, 1998
Page 3
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, the proposed
methods of operation of the Company, the Operating
Partnership and the Services Partnership as
described in the Registration Statement and as
represented by the Company, the Operating
Partnership and the Services Partnership will
permit the Company to continue to qualify to be
taxed as a REIT 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 Realty Investments, Inc.
April 13, 1998
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