Exhibit 5.1
ALSTON&BIRD LLP
3605 Glenwood Avenue, Suite 310
P. O. Drawer 31107
Raleigh, NC 27622-1107
919-420-2200
Fax: 919-420-2260
www.alston.com
June 8, 2000
Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
Ladies and Gentlemen:
This opinion letter is furnished in connection with the registration
statement on Form S-8 filed by Highwoods Properties, Inc., a Maryland
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof for the
registration of 500,000 shares of common stock, $.01 par value per share, of the
Company (the "Shares"). The Shares are issuable pursuant to the Company's 2000
Employee Stock Purchase Plan (the "Plan").
We have reviewed such documents and considered such matters of law and
fact as we, in our professional judgment, have deemed appropriate to render the
opinion contained herein. We are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Shares and, for the purpose of this opinion letter, have assumed
such proceedings will be timely completed in the manner presently proposed.
Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, it is our opinion that the Shares will be
validly issued, fully paid and non-assessable when the Shares have been issued
and sold and the consideration received therefor by the Company in accordance
with the terms of the Plan.
We hereby consent to the filing of a copy of this opinion as Exhibit
5.1 to the Registration Statement.
Our opinions expressed herein are as of the date hereof, and we
undertake no obligation to advise you of any changes in applicable law or any
other matters that may come to our attention after the date hereof that may
affect our opinions expressed herein.
Very truly yours,
ALSTON & BIRD LLP
By: /s/ Robert H. Bergdolt
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Robert H. Bergdolt, a Partner
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One Atlantic Center 1211 East Morehead Street 601 Pennsylvania Avenue, N.W.
1201 West Peachtree Street P. O. Drawer 34009 North Building, 11th Floor
Atlanta, GA 30309-3424 Charlotte, NC 28234-4009 Washington, DC 20004-2601
404-881-7000 704-331-6000 202-756-3300
Fax: 404-881-7777 Fax: 704-334-2014 Fax: 202-756-3333
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