Exhibit 5
BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
December 5, 2000
Duke-Weeks Realty Corporation
600 East 96th Street, Suite 100
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke-Weeks Realty
Corporation, an Indiana corporation (the "Company"), in
connection with the shelf registration by the Company of
423,171 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), to be sold by
certain shareholders in connection with the exchange for
Common Stock of units of partnership interest of Duke-
Weeks Realty Limited Partnership. 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.
We have examined photostatic copies of the Company's
Second Amended and Restated Articles of Incorporation and
Second Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to
enable us to render the opinion set forth below. We have
assumed the conformity to the originals of all documents
submitted to us as photostatic copies, the authenticity
of the originals of such documents, and the genuineness
of all signatures appearing thereon.
Based upon and subject to the foregoing, it is our
opinion that the Common Stock has been duly authorized by
all necessary corporate action of the Company and when
(a) the applicable provisions of the Securities Act of
1933 and such state "blue sky" or securities
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Duke-Weeks Realty Corporation
December 5, 2000
Page 2
laws as may be applicable have been complied with and
(b) any shares of Common Stock to be issued by the
Company have been issued and delivered as described in
the Registration Statement, such shares of Common Stock
will be legally issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the
laws of any jurisdiction other than those of the United
States and the State of Indiana and, therefore, this
opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-3 filed under the
Securities Act of 1933 relating to the Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS LLP
