Exhibit 5

                     [Letterhead of Cahill Gordon & Reindel]

                                                                   June 14, 2001



First Industrial, L.P.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois  60606

Ladies and Gentlemen:

     We have acted as counsel for First Industrial, L.P. (the "Operating
Partnership") and its sole general partner, First Industrial Realty Trust, Inc.
(the "Company"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Operating Partnership with the Securities
and Exchange Commission (the "Commission") for registration under the Securities
Act of 1933, as amended (the "Securities Act"), of $200,000,000 aggregate
principal amount of 7.375% Senior Notes due 2011 of the Operating Partnership
(the "Exchange Notes"). The Exchange Notes will be issued pursuant to the
Indenture (the "Original Indenture"), dated as of May 13, 1997, between the
Operating Partnership and U.S. Bank Trust National Association (formerly known
as First Trust National Association), as trustee (the "Trustee"), and
Supplemental Indenture No. 6 thereto between the Operating Partnership and the
Trustee, dated as of March 19, 2001 (the "Supplemental Indenture" and, together
with the Original Indenture, the "Indenture"). The Registration Statement was
filed in connection with the exchange offer (the "Exchange Offer") pursuant to
which the Exchange Notes will be issued for a like principal amount of the
Operating Partnership's outstanding 7.375% Senior Notes due 2011 (the "Old
Notes").

     In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the Sixth
Amended and Restated Limited Partnership Agreement of the Operating Partnership,
as amended, resolutions of the Board of Directors of the Company with respect to
the filing of the Registration Statement and such other documents as we have
deemed necessary or appropriate for the purpose of rendering this opinion.

     In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. We have also assumed that the
Registration Statement and any amendments thereto (including any post-effective
amendments) will have become effective and will comply with all applicable laws
at the time the Exchange Notes are offered or issued as contemplated by the
Registration Statement. As to matters of fact, we have relied upon
representations of officers of the Company.

     Based upon the foregoing examination, information supplied and assumptions,
it is our opinion that the Exchange Notes have been duly authorized for issuance
and, when the Exchange Notes have been duly executed by the Operating
Partnership, authenticated by the Trustee and issued and delivered in exchange
for the Old Notes in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement, the Exchange Notes will
be entitled to the





benefits of the Indenture and will be the valid and binding obligation of the
Operating Partnership, enforceable in accordance with their terms, except as the
enforceability thereof may be limited by the laws of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors" rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the Delaware
Revised Uniform Limited Partnership Act, the laws of the United States of
America and the laws of the State of New York.

     We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters" and to the inclusion of this opinion
as an exhibit to the Registration Statement. Our consent to such reference does
not constitute a consent under Section 7 of the Securities Act as in consenting
to such reference we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the Commission
thereunder.


                                       Very truly yours,




                                       /S/ CAHILL GORDON & REINDEL




                                      -2-