<PAGE> 1
Exhibit 5
JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432
October 10, 2000
Parkway Properties, Inc.
One Jackson Place Suite 1000
188 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
Re: Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, No. 333-48161,
(the "Registration Statement"); Issuance and Sale of
up to 2,142,857 shares of Series B Convertible
Cumulative Preferred Stock, par value $0.001 per
share ("Series B Preferred Stock"), of Parkway
Properties, Inc. ("Parkway")
As your counsel we have examined the Registration Statement and
Prospectus Supplement dated October 10, 2000 we are familiar with the documents
referred to therein and incorporated therein by reference, as well as Parkway's
Articles of Incorporation, as amended, and Bylaws, as amended, such records of
proceedings of Parkway as we deemed material, and such other proceedings of
Parkway 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 Parkway in connection with the
authorization, issuance and sale of the Series B Preferred Stock. In our opinion
the shares of Series B Preferred Stock to be issued by Parkway will be, when
issued and paid for pursuant to the Registration Statement and Prospectus
Supplement dated October 10, 2000 and the exhibits thereto, duly authorized for
issuance by all necessary corporate action and, upon the issuance thereof in
accordance with their terms, the shares of Series B Preferred Stock will be
legally issued, fully paid and non-assessable.
We consent to the incorporation by reference of this opinion letter as
an exhibit to the Registration Statement.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP
Buffalo, New York o Rochester, New York
