Exhibit 5
                            BOSE McKINNEY & EVANS LLP
                            2700 First Indiana Plaza
                          135 North Pennsylvania Street
                           Indianapolis, Indiana 46240
                                 (317) 684-5000


November 12, 1999

Duke-Weeks Realty Limited Partnership
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana  46240

Dear Sirs:

We are acting as counsel to Duke-Weeks Realty Limited Partnership, an Indiana
limited Partnership (the "Partnership"), in connection with the shelf
registration by the Partnership of debt securities of the Partnership pursuant
to a Registration Statement, file no. 333-04695 (the "Registration Statement"),
on Form S-3 under the Securities Act of 1933, as amended. The Partnership has
filed a prospectus supplement (the "Prospectus Supplement") relating to the
offering of up to $150,000,000 in aggregate principal amount of 7.75% Senior
Notes due 2009 (the "Notes"). This opinion letter is supplemental to the opinion
letter filed as Exhibit 5 to the Registration Statement, as amended.

We have examined photostatic copies of the Second Amended and Restated Articles
of Incorporation and Second Amended and Restated Bylaws of Duke-Weeks Realty
Corporation, the sole general partner of the Partnership (the "Company"), and of
the Partnership's Second Amended and Restated Agreement of Limited Partnership,
the indenture and supplemental indenture pursuant to which the Notes are to be
issued (together, the "Indenture") and such other documents and instruments as
we have deemed necessary to enable us to render the opinion set forth below. We
have assumed the conformity to the originals of all documents submitted to us as
photostatic copies, the authenticity of the originals of such documents, and the
genuineness of all signatures appearing thereon. As to various questions of fact
material to our opinions, we have relied upon certificates of, or communications
with, officers of the Company as general partner of the Partnership, including
but not limited to a certificate of the Secretary of the Company rendered in
connection with the closing of the sale of the Notes as to action taken by or on
behalf of the Board of Directors of the Company.




Duke-Weeks Realty Limited Partnership
November 12, 1999
Page 2


Based upon and subject to the foregoing, it is our opinion that:

(1) The issuance of the Notes has been duly authorized by the Company as general
partner of the Partnership.

(2) When (a) the applicable provisions of the Securities Act of 1933 and such
state "blue sky" or securities laws as may be applicable have been complied with
and (b) the Notes have been issued and delivered for value as contemplated in
the Registration Statement and duly authenticated by the trustee under the
Indenture, the Notes will be duly and validly issued and will constitute legal,
valid and binding obligations of the Partnership, enforceable against the
Partnership in accordance with their terms, except insofar as enforceability
thereof may be limited by usury, bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or
general principles of equity.

We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than the federal laws of the United States and the laws of
the State of Indiana and, therefore, this opinion is limited to the laws of
those jurisdictions.

No person or entity other than you may rely or claim reliance upon this opinion.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to a Form 8-K and its
incorporation by reference into the Registration Statement.

Very truly yours,

/s/ Bose McKinney & Evans LLP