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EXHIBIT 8
BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
August 25, 2000
Duke-Weeks Realty Corporation
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We are acting as counsel to Duke-Weeks Realty Corporation, an Indiana
corporation (the "Company"), in connection with the registration by the Company
of approximately 5 million shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), to be sold by the Company through its Direct
Stock Purchase and Dividend Reinvestment Plan (the "Plan"). The Common Stock is
the subject of a Registration Statement, as amended (the "Registration
Statement") filed by the Company on Form S-3 under the Securities Act of 1933,
as amended. In connection therewith, you have requested our opinion with respect
to certain United States Federal income tax matters discussed in the Prospectus
which is contained in the Registration Statement (the "Prospectus"). All
capitalized terms used herein have their respective meanings as set forth in the
Registration Statement unless otherwise stated.
In rendering the opinions stated below, we have examined and relied, with
your consent, upon the Registration Statement 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. We have further assumed the accuracy of the
statements and descriptions of the Company's historical and intended activities
as described in the Registration Statement and the reports incorporated therein
by reference.
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Duke-Weeks Realty Corporation
August 25, 2000
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Based upon and subject to the foregoing, we are of the opinion that the tax
consequences to participants in the Plan under the Code will be consistent with
the discussion contained in the section entitled "The Plan-Taxes--20. What are
the federal income tax consequences of participating in the plan?" in the
Registration Statement.
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 opinion. Moreover, there can be no assurance
that positions contrary to our opinion will not be taken by the IRS, or that a
court considering the issues would not hold contrary to such opinion. Further,
the opinion set forth above represents 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 that set forth above. We consent to the filing of this opinion as an
exhibit to the Registration Statement
Very truly yours,
BOSE McKINNEY & EVANS LLP
