EXHIBIT 5.1

                                February 12, 1997



Mission West Properties
6815 Flanders Drive, Suite 250
San Diego, California  92121


     Re:  Registration Statement on Form S-8


Ladies and Gentlemen:

     With reference to the Registration Statement on Form S-8 to be filed by
Mission West Properties, a California corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
125,000 shares of the Company's Common Stock which may be issuable pursuant to a
Nonstatutory Stock Option Agreement dated July 1, 1994 (the "Option"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Option, will be legally issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,

                                        PILLSBURY MADISON & SUTRO LLP