EXHIBIT 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
April 6, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc. (the "Company")
and Duke Realty Limited Partnership (the "Operating Partnership") with respect
to the preparation of a Registration Statement on Form S-3 (the "Registration
Statement") for the sale by the Company and the Operating Partnership of up to
$1,000,000,000 of various equity and debt securities. In connection therewith,
you have requested our opinion with respect to the Company's continued
qualification as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended (the "Code"). You have also requested our
opinion regarding certain United States Federal income tax consequences to the
Company and its shareholders of the qualification of the Company as a REIT under
the Code. All capitalized terms used herein have their respective meanings as
set forth in the Registration Statement unless otherwise stated. The Company is
an Indiana corporation which has qualified as a REIT within the meaning of
Section 856(a) of the Code, for each of its taxable years from and including the
first taxable year for which it made an election to be taxed as a REIT, and
intends to continue to so qualify.
In rendering the opinions stated below, we have examined and relied, with
your consent, upon the following:
(i) The Registration Statement;
Duke Realty Investments, Inc.
April 6, 1998
Page 2
(ii) The First Amended and Restated Agreement of Limited Partnership of
the Operating Partnership and subsequent amendments thereto;
(iii) The First Amended and Restated Agreement of Limited Partnership of
the Services Partnership;
(iv) Such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinion referred to in this
letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and correct,
(v) all obligations imposed by any such documents on the parties thereto have
been or will be performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services Partnership at all times
will be organized and operated in accordance with the terms of such documents.
We have further assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services Partnership's intended
activities as described in the Registration Statement and the reports
incorporated therein by reference.
For purposes of rendering the opinions stated below, we have also assumed,
with your consent, the accuracy of the representations contained in the
Certificate of Representations dated April 6, 1998 provided to us by the
Company, the Operating Partnership and the Services Partnership. These
representations generally relate to the classification and operation of the
Company as a REIT and the organization and operation of the Operating
Partnership and the Services Partnership. Our opinions
Duke Realty Investments, Inc.
April 6, 1998
Page 3
are further based upon the Company's receipt of a letter ruling from the
Internal Revenue Service ("IRS") dated September 30, 1994 which concluded that
the Company's and the Operating Partnership's distributive shares of the gross
income of the Services Partnership will be in proportion to their respective
percentage shares of the capital interests of the partners of the Services
Partnership.
We have also reviewed the Registration Statement as to its sections
concerning certain United States Federal income tax consequences to the Company
and its shareholders of the qualification of the Company as a REIT under the
Code. Based upon and subject to the foregoing, we are of the opinion that:
1. Assuming the Company was organized in conformity with
and has satisfied the requirements for qualification
and taxation as a REIT under the Code for each of its
taxable years from and including the first taxable year
for which the Company made the election to be taxed as
a REIT, the proposed methods of operation of the
Company, the Operating Partnership and the Services
Partnership as described in the Registration Statement
and as represented by the Company, the Operating
Partnership and the Services Partnership will permit
the Company to continue to qualify to be taxed as a
REIT for its current and subsequent taxable years; and
2. The tax consequences to the Company and its
shareholders of qualification of the Company as a REIT
under the Code will be consistent with the discussion
contained in the section entitled "Federal
Income Tax Considerations" in the Registration
Statement.
The opinions set forth in this letter represent our conclusions as to the
application of federal income tax laws
Duke Realty Investments, Inc.
April 6, 1998
Page 4
existing as of the date of this letter to the transactions described herein. We
can give no assurance that legislative enactments, administrative changes or
court decisions may not be forthcoming that would modify or supersede our
opinions. Moreover, there can be no assurance that positions contrary to our
opinions will not be taken by the IRS, or that a court considering the issues
would not hold contrary to such opinions. Further, the opinions set forth above
represent our conclusion based upon the documents, facts and representations
referred to above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could affect the
opinions referred to herein. Although we have made such inquiries and performed
such investigations as we have deemed necessary to fulfill our professional
responsibilities as counsel, we have not undertaken an independent investigation
of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other matter
except those set forth or confirmed above. We consent to the filing of this
opinion as an exhibit to the Registration Statement
Very truly yours,
BOSE McKINNEY & EVANS