EXHIBIT 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
November 3, 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 2,000,430 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.
November 3, 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 November 3, 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 are further based upon the Company's
Duke Realty Investments, Inc.
November 3, 1998
Page 3
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.
November 3, 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