BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
October 15, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the shelf registration by the
Company of shares of the Company's common stock ("Common Stock") pursuant to a
Registration Statement, file no. 333-49911 (the "Registration Statement"), on
Form S-3 under the Securities Act of 1933, as amended. The Company has filed a
prospectus supplement (the "Prospectus Supplement") relating to the offering of
650,000 shares of Common Stock. In connection therewith, you have requested
our opinion regarding certain United States Federal income tax matters discussed
in the Prospectus Supplement. All capitalized terms used herein have their
respective meanings as set forth in the Prospectus Supplement and accompanying
Prospectus unless otherwise stated.
In rendering the opinions stated below, we have examined and relied, with
your consent, upon the Prospectus Supplement and the accompanying prospectus and
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,
and (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.
Duke Realty Investments, Inc.
October 15, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
impact of the Taxpayer Relief Act of 1997 and the IRS Restructuring Act upon the
tax consequences of the ownership of Common Stock will be consistent with the
discussion contained in the section entitled "Certain Federal Income Tax
Considerations" in the Prospectus Supplement.
The opinions set forth in this letter represent our conclusions as to
the application of federal income tax laws 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
conclusions 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 with Form 8-K, to the incorporation by reference of this opinion as an
exhibit to the registration statement of the Company and Duke Realty Limited
Partnership (file no. 333-49911) and any registration statement filed under Rule
462(b) relating to such registration statement and to the reference to our firm
under the heading "Legal Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Bose McKinney & Evans
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