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Exhibit 5
[ARENT FOX LETTERHEAD]
October 25, 2000
The Board of Trustees
Washington Real Estate Investment Trust
6110 Executive Boulevard, Suite 800
Rockville, Maryland 20852
Gentlemen:
We have acted as counsel to Washington Real Estate Investment Trust (the
"Trust") with respect to the Trust's Registration Statement on Form S-8, filed
by the Trust with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933 of 280,000 Shares of Beneficial
Interest, $.01 par value (the "Shares").
We have examined and relied upon the originals or copies of such records,
agreements, documents and other instruments and have made such inquiries of such
officers and representatives of the Trust as we have deemed relevant and
necessary as the basis for the opinions set forth. In such examination, we have
assumed, without independent verification, the genuineness of all signatures
(whether original or photostatic), the legal capacity of natural persons, 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. We have assumed, without independent verification, the
accuracy of the relevant facts stated therein. We have also assumed that,
prior to the sale of any Shares to which the Registration Statement relates,
appropriate action will be taken to register and qualify such Shares for sale,
to the extent necessary, under any applicable state securities laws.
The opinions expressed in this letter concern only the effect of the laws
of the State of Maryland as currently in effect, and we express no opinion on
the law of any other jurisdiction. We assume no obligation to supplement this
letter if any of the applicable laws change in any manner.
Based on the foregoing, we are of the opinion that the additional 280,000
Shares subject to the Washington Real Estate Investment Trust 1991 Incentive
Stock Option Plan, as amended, when issued and paid for in accordance with the
terms thereof, will be validly issued, fully paid and nonassessable.
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The Board of Trustees
Washington Real Estate Investment Trust
October 25, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
By: /s/ Jeffrey E. Jordan
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Jeffrey E. Jordan
