EXHIBIT 5.1

                                                   June 20, 1997



Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Carolina 27604

         RE:      REGISTRATION STATEMENT ON FORM S-8
                  500,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE
                  1997 EMPLOYEE STOCK PURCHASE PLAN

Ladies and Gentlemen:

         In connection with the possible offering and sale from time to time of
up to 500,000 shares of the common stock, $0.01 par value per share (the
"Shares"), of Highwoods Properties, Inc. (the "Corporation"), upon the terms and
conditions set forth in the Registration Statement on Form S-8 (the
"Registration Statement"), filed on June 20, 1997 by the Corporation with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the prospectus constituting a part thereof (the "Prospectus"), we are of the
opinion that when (a) the Registration Statement shall become effective and (b)
the Shares have been sold upon the terms and conditions set forth in the
Registration Statement and the Prospectus, the Shares will be validly authorized
and legally issued, fully paid and nonassessable.

         We hereby consent (1) to be named in the Registration Statement and in
the Prospectus as attorneys who will pass upon the legality of the Shares and
(2) to the filing of a copy of this opinion as Exhibit 5.1 to the Registration
Statement.

                                       Very truly yours,
                                       /s/ Smith Helms Mulliss & Moore, LLP


                                        8