<PAGE> 1
Exhibit 5
BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
August 25, 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 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 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 laws as may be applicable have been complied
<PAGE> 2
Duke-Weeks Realty Corporation
August 25, 2000
Page 2
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
