EXHIBIT 5

ALSTON&BIRD LLP

3201 Beechleaf Court, Suite 600

Raleigh, NC 27604-1062

919-862-2200

Fax: 919-862-2260

www.alston.com

Jeffrey D. Miller Direct Dial: 919-862-2246 E-mail: jmiller@alston.com

January 7, 2004

Duke Realty Limited Partnership

600 East 96^th Street, Suite 100

Indianapolis, IN 46240

Re:	Duke Realty Limited Partnership
	Medium-Term Notes Due Nine Months or More From Date of Issue

Ladies and Gentlemen:

We are acting as counsel to Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), in connection with the Prospectus Supplement, dated January 7, 2004 (collectively, the Prospectus Supplement and the Prospectus, dated October 21, 2003 are referred to herein as the “Prospectus”) filed by the Operating Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale from time to time of up to $100 million of Medium-Term Notes Due Nine Months or More from Date of Issue (the “Notes”) of the Operating Partnership. The Prospectus is part of the Operating Partnership’s Registration Statement on Form S-3 (Registration No. 333-108557-01), which was originally filed with the Commission on September 5, 2003 (as amended and supplemented from time to time). This opinion letter is rendered pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K.

We have examined copies of the indenture and supplemental indenture pursuant to which the Notes are to be issued (collectively, the “Indenture”) and have made such further legal and factual examinations and investigations as we, in our professional judgment, have deemed appropriate to render the opinion contained herein.  As to various questions of fact material to our opinions, we have relied upon certificates of, or communications with, officers of the Company, which is the sole general partner of the Operating Partnership, including but not limited to a certificate of the secretary of the Company as to actions taken by or on behalf of the Board of Directors of the Company.

In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies

One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax: 404-881-7777 Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000
704-444-1000
Fax: 704-444-1111 90 Park Avenue
New York, NY 10016
212-210-9400
Fax: 212-210-9444 601 Pennsylvania Avenue, N.W.
North Building, 10th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333

(including telecopies).  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Indiana Business Corporation Law and the Indiana Revised Uniform Limited Partnership Act.  We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that, the issuance of the Notes has been duly authorized by the Company as general partner of the Partnership and when (a) the applicable provisions of the Act and such state 7“blue sky” or securities laws as may be applicable have been complied with and (b) the Notes have been issued and delivered for value as contemplated in the Registration Statement and duly authenticated by the trustee under the Indenture, such Notes will be legally issued and will be binding obligations of the Operating Partnership.

To the extent that the obligations of the Operating Partnership under the Indenture may be dependent upon such matters, we have assumed the following for purposes of this opinion: (i) the trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture; (ii) the Indenture has been duly authorized, executed and delivered by and constitutes the legal, valid and binding obligation of the trustee enforceable in accordance with its terms; (iii) the trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and (iv) the trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) enforceability of the Notes may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) enforceability of the Notes may be limited by general principles of equity, whether enforcement is considered in a proceeding in equity or law, in the discretion of the court before which any proceeding therefor may be brought; (iii) provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy may be unenforceable; (iv) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in the Indenture; and (v) we express no opinion with respect to whether acceleration of the Notes may affect the collectibility of any portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon.

The opinion expressed herein is as of the date hereof.  We assume no obligation to advise you of any changes in applicable law or other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Sincerely,
ALSTON & BIRD LLP
By:	/s/ Jeffrey D. Miller
	Jeffrey D. Miller, Partner