Exhibit 5
                           Opinion of Latham & Watkins

                                  July 21, 1994


Grubb & Ellis Company
One Montgomery Street
Telesis Tower
San Francisco, California  94104

Ladies and Gentlemen:

          We have acted as special counsel to Grubb & Ellis Company, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 which is being filed with the Securities and Exchange Commission by the
Company on the date hereof (the "Registration Statement") with respect to the
registration under the Securities Act of 1933, as amended, of up to 4,418,540
shares (the "Common Shares") of the Company's common stock, par value $.01 per
share.  This opinion is rendered to the Company pursuant to its request.

          In our capacity as such counsel, we are familiar with the proceedings
taken by the Company in connection with the authorization, issuance and sale of
the Common Shares for the purposes of this opinion.  In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals (or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals) of such documents, corporate records and
other instruments, and have obtained from officers of the Company such
certificates and other representations and assurances as we have deemed
necessary or appropriate for the purposes of this opinion.

          In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
legal capacity of natural persons executing such documents and the authenticity
and conformity to original documents of documents submitted to us as certified
or photostatic copies.

          Our opinion herein is limited to the effect on the subject transaction
only of the federal laws of the United States, the internal laws of the State of
California and the General Corporation Law of the State of Delaware.  We assume
no responsibility regarding the applicability to, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to matters of municipal law or the laws of any local agencies within any
state.

          Subject to the foregoing, and the other matters set forth herein, we
are of the opinion that, as of the date hereof, the Common Shares have been duly
authorized and reserved for issuance, and, when issued, delivered and paid for
in the manner described in the Registration Statement, will be validly issued,
fully paid and nonassessable.

          We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" of the prospectus included therein.

                              Very truly yours,




                              LATHAM & WATKINS