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                                                                       EXHIBIT 5

                [LETTERHEAD OF SHAW PITTMAN POTTS & TROWBRIDGE]

                               December 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 882,353 shares of common
stock, par value $0.01 per share (the "Common Stock") to the public through
Legg Mason Wood Walker, Incorporated pursuant to the terms set forth in the
prospectus supplement dated December 18, 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 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