EXHIBIT 8.1

                            [DRAFT - APRIL 16, 2003]

[CLOSING DATE]

First American Strategic  Real Estate Portfolio, Inc.
800 Nicolett Mall
Minneapolis, MN 55402

Re: Certain Federal Income Tax Consequences

Ladies and Gentlemen:

You have requested our opinion concerning certain federal income tax
consequences in connection with First American Strategic Real Estate Portfolio,
Inc.'s (the "Company") filing of a Registration Statement on Form S-4 (File no.
333-85338) with the SEC. This opinion relates to the Company's qualification for
federal income tax purposes as a real estate investment trust ("REIT") within
the meaning of Sections 856-860 of the Internal Revenue Code of 1986, as amended
(the "Code").

In rendering the following opinion, we have examined the Articles of
Incorporation and Bylaws of the Company, the Registration Statement, and such
other records, certificates and documents, as we have deemed necessary or
appropriate for purposes of rendering the opinion set forth herein. Through
these documents we have reviewed the investment activities, operations and
governance of the Company. We have relied upon factual representations of duly
appointed officers of the Company (including without limitation, representations
contained in a letter dated as of this date (the "Representation Letter")),
principally relating to the Company's organization and operations. We assume
that each such representation is and will be true, correct and complete and that
all representations that speak in the future, or to the intention, or to the
best of the belief and knowledge of any person(s) or party(ies) are and will be
true, correct and complete as if made without such qualification. No facts have
come to our attention, which would cause us to believe that any of such
representations are untrue, incorrect or incomplete in a material way. We assume
that the Company will be operated in accordance with the applicable laws and the
terms and conditions of applicable documents. In addition, we have relied upon
certain additional facts and assumptions described below.




In rendering the opinion set forth herein, we have assumed (i) the genuineness
of all signatures on documents we have examined, (ii) the authenticity of all
documents submitted to us as originals, (iii) the conformity to the original
documents of all documents submitted to us as copies, (iv) the conformity of
final documents to all documents submitted to us as drafts, (v) the authority
and capacity of the individual or individuals who executed any such documents on
behalf of any person, (vi) the accuracy and completeness of all records made
available to us, and (vii) the factual accuracy of all representations,
warranties and other statements made by all parties.

We have further assumed that during its short taxable year ending December 31,
2003 and subsequent taxable years, the Company has operated and will operate in
such a manner that has made and will make the factual representations contained
in the Representation Letter true for all such years, and that the Company and
its subsidiaries will not make any amendments to its organizational documents or
engage in any conduct after the date of this opinion that would affect the
Company's qualification as a real estate investment trust for any taxable year.
For purposes of our opinion, we have not independently investigated all of the
facts contained in the documents and assumptions set forth above, the factual
representations set forth in the Representation Letter, or the Registration
Statement. No facts have come to our attention, however, that would cause us to
question the accuracy and completeness of such facts or documents in a material
way.

The discussion and conclusion set forth below are based upon the Code, the
Income Tax Regulations and Procedure and Administration Regulations promulgated
thereunder and administrative and judicial interpretation thereof, in each case
as currently exist and all of which are subject to change, and the opinions
below are rendered as of the date hereof, and we disclaim any obligation to
advise you of any change in any of the foregoing sources of law or subsequent
developments in law or changes in facts or circumstances which might affect any
matters or opinions set forth herein. No assurance can therefore be given that
the federal income tax consequences described below will not be altered in the
future. Based on the documents and assumptions set forth above and the
representations set forth in the Representation Letter, and provided that the
Company continues to meet the applicable asset composition, source of income,
shareholder diversification, distribution, and other requirements of the Code
necessary for a corporation to qualify as a real estate investment trust, we are
of the opinion that:

(1)  Commencing with the Company's initial taxable year ended December 31, 2003,
     and provided that the Company makes all elections required for
     qualification and taxation as a real estate investment trust for federal
     income tax purposes, the Company will be organized in conformity with the
     requirements for qualification as a "real estate investment trust" under
     the Code, and its method of operation will meet the requirements for
     qualification as a "real estate investment trust" under the Code, and




(2)  The information in the Registration Statement under the caption "Federal
     Income Tax Consequences" has been reviewed by us and is correct in all
     material respects, and our opinion set forth in such discussion is
     confirmed.

The ability of the Company to continue to meet the requirements for
qualification and taxation as a real estate investment trust will be dependent
upon the Company's ability to continue to meet in each year the applicable asset
composition, source of income, shareholder diversification, distribution, and
other requirements of the Code necessary for a corporation to qualify as a real
estate investment trust.

The foregoing opinion is limited to the federal income tax matters addressed
herein, and no other opinion is rendered with respect to other federal tax
matters or to any issues arising out of the tax laws of any state or locality.
We express no opinion with respect to the transactions described herein other
than those expressly set forth herein. Further, we express no opinion on any
other issue relating to the Company or any investment therein. You should
recognize that our opinion is not binding on the Internal Revenue Service and
that the Internal Revenue Service may disagree with the opinion contained
herein. Although we believe that our opinion will be sustained if challenged,
there is no guarantee that this will be the case. Except as specifically
discussed above, the opinion expressed herein is based upon the laws that
currently exist. Consequently, future changes in the law may cause the federal
income tax treatment of the transactions herein to be materially and adversely
different from that described above.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Federal Income Tax Consequences" in the Registration Statement.

                                           Very truly yours,