EXHIBIT 5


                                 March 30, 2004



Healthcare Realty Trust Incorporated
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203

                  Re: 5.125% Senior Notes due 2014

Ladies and Gentlemen:

                  We are acting as your counsel in connection with the proposed
issue and sale of $300,000,000 aggregate principal amount of the Company's
5.125% Senior Notes due 2014 (the "Notes"), offered pursuant to the terms of an
Underwriting Agreement, dated March 25, 2004, between the Company and Wachovia
Capital Markets, LLC, as representatives of the several underwriters (the
"Underwriting Agreement"). A registration statement on Form S-3 (Registration
No. 333-109306) (the "Registration Statement"), including the Prospectus dated
March 17, 2004 (the "Prospectus") has been filed with the Securities and
Exchange Commission and was declared effective on March 17, 2004. The Company
has filed with the Commission a Prospectus Supplement, dated March 25, 2004 (the
"Prospectus Supplement"), relating to these securities.

                  As such counsel and in connection with the foregoing, we have
examined and relied upon such records, documents and other instruments as in our
judgment are necessary or appropriate in order to express the opinion
hereinafter set forth, and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.

                  Based upon and subject to the foregoing and such other matters
as we have deemed relevant, we are of the opinion that the Notes have been duly
authorized by all necessary corporate action and, when delivered and issued upon
payment therefor in the manner and on the terms described in the Registration
Statement, the Prospectus, the Prospectus Supplement, and the Underwriting
Agreement, it will be valid and binding obligations of the Company.

                  We hereby consent to the filing of this opinion as an exhibit
to the







Healthcare Realty Trust Incorporated
March 30, 2004
Page 2

Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus and the Prospectus Supplement.


                                   Very truly yours,

                                   /s/ Waller Lansden Dortch & Davis, PLLC