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                        JAECKLE FLEISCHMANN & MUGEL, LLP
                                ATTORNEYS AT LAW

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                                                                       Exhibit 5


                                 March 18, 2003

Parkway Properties, Inc.
One Jackson Place Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201

     Re:  Issuance and Sale of 600,000 shares of common stock (the "Securities")
          pursuant to an Underwriting Agreement among Parkway Properties, Inc.
         (the "Company"), Parkway Properties, LP and Wachovia Securities, Inc.

Ladies and Gentlemen:

     As your counsel we have examined the Underwriting Agreement, the Company's
Registration Statement on Form S-3 (File No. 333-48161), including pre-effective
amendment no. 1 thereto (the "Registration Statement") and the Company's
Prospectus Supplement dated March 18, 2003 with respect to the Securities and we
are familiar with the documents referred to therein and incorporated therein by
reference. We have also examined the Company's Articles of Incorporation, as
amended, and Bylaws, as amended, such records of proceedings of the Company as
we deemed material, and such other proceedings of the Company as we deemed
necessary for the purpose of this opinion.

     We have examined the proceedings heretofore taken and we are informed as to
the procedures proposed to be followed by the Company in connection with the
authorization, issuance and sale of the Securities. In our opinion the
Securities to be issued by the Company will be, when issued and paid for
pursuant to the Underwriting Agreement, the Registration Statement and the
Prospectus Supplement, duly authorized for issuance by all necessary corporate
action and, upon the issuance thereof in accordance with their terms, the
Securities will be legally issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K and to all references to our firm in the Prospectus
Supplement.

                                      Very truly yours,

                                      /s/ JAECKLE FLEISCHMANN & MUGEL, LLP







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