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                                                                       EXHIBIT 5

              [LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]

                              September 18, 1997


Commercial Net Lease Realty, Inc.
400 East South Street
Suite 500
Orlando, Florida  32801

Ladies and Gentlemen:

          We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with the Registration
Statement on Form S-3, Registration No. 333-24773 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on April 22, 1997.  Pursuant to the Registration
Statement, the Company proposes to issue and sell 2,570,000 shares of common
stock, par value $0.01 per share (the "Common Stock") to ABKB/LaSalle   
Securities Limited Partnership pursuant to the  terms set forth in the
prospectus supplement dated September 11, 1997 (the  "Prospectus Supplement")
to the prospectus filed as part of the Registration Statement.

          Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that the Common Stock has been duly authorized
for issuance by the Company, and that upon issuance and delivery in accordance
with the Common Stock Purchase Agreement referred to in the Prospectus 
Supplement, the Common Stock will be validly issued, fully paid and 
nonassessable.


          We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement.  We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the caption "Legal Matters" in the Prospectus
Supplement.

                                           Very truly yours,

                                           /s/ SHAW, PITTMAN, POTTS & TROWBRIDGE


                                           SHAW, PITTMAN, POTTS & TROWBRIDGE