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Exhibit 5 Opinion of Shaw Pittman
[Letterhead of Shaw Pittman]
September 20, 2000
Commercial Net Lease Realty, Inc.
450 South Orange Avenue
Suite 900
Orlando, Florida 32801
Ladies and Gentlemen:
We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with the Registration
Statement on Form S-3, Registration No. 333-64511 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on October 22, 1998. Pursuant to the Registration
Statement, the Company proposes to issue and sell $20,000,000 aggregate
principal amount of its 8.50% Notes due 2010 (the "Notes") to the public
pursuant to the terms set forth in the prospectus supplement dated September 20,
2000 (the "Prospectus Supplement") to the prospectus filed as part of the
Registration Statement.
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that:
1. The Indenture to be entered into by the Company and First Union
National Bank (the "Indenture") and the Supplemental Indenture to be entered
into by the Company and First Union National Bank (the "Supplemental
Indenture"), when duly executed and delivered by the parties thereto, will
represent valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be
subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally, (b)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (c) the enforceability of
forum selection clauses in the federal courts.
2. When issued, authenticated and delivered pursuant to the
Supplemental Indenture, the Notes will represent valid and binding obligations
of the Company enforceable against the Company in accordance with their
respective terms, except as such enforceability may be subject to (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally, (b) general
principles of equity (regardless of
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Commercial Net Lease Realty
September 20, 2000
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whether such enforceability is considered in a proceeding in equity or at law)
and (c) the enforceability of forum selection clauses in the federal courts.
We express no opinion as to the enforceability of any provisions
contained in the Indenture, the Supplemental Indenture or the Notes that
constitute waivers which are prohibited by law prior to default. We hereby
consent to the filing of this opinion as an exhibit to the Prospectus
Supplement. We also consent to the reference to Shaw Pittman under the caption
"Legal Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Shaw Pittman
SHAW PITTMAN
