EXHIBIT 8

                                Duane Morris LLP
                                One Liberty Place
                           Philadelphia, PA 19103-7396


November 10, 2004


Board of Directors
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523

         RE:  Inland Western Retail Real Estate Trust, Inc.

Ladies and Gentlemen:

         You have requested our opinions with respect to all material Federal
income tax matters in connection with the proposed offering (the "Offering") of
270,000,000 shares of common stock (the "Shares") of Inland Western Retail Real
Estate Trust, Inc. a Maryland corporation (the "Company"), as a more fully
described in the registration statement on Form S-11, Registration No.
333-118860 (the "Registration Statement"), and the prospectus included therein
("the "Prospectus"), filed by the Company with the Securities and Exchange
Commission. All terms used herein have the respective meanings set forth in the
Prospectus.

         We have acted as counsel to the Company with respect to the Offering of
its shares of common stock (the "Shares"). This letter is for delivery in
connection with the proposed Offering of Shares made by the Prospectus and is
intended to confirm as of the date hereof certain opinions described in the
"Federal Income Tax Considerations" section of the Prospectus. This letter and
the opinions expressed or confirmed herein are for delivery to the Company and
may be relied upon only by it and its Shareholders who acquire their Shares from
the Company.

         In rendering our opinions, we have reviewed and relied upon the
Registration Statement and exhibits to the Registration Statement, including the
Charter and Bylaws, each as amended. In addition, we have relied upon the letter
from the Company to this firm, previously provided to us, representing the truth
and accuracy of the representations attributed to it in the Prospectus, we have
had discussions with executive personnel of the Company, and we have examined
and relied upon such records, documents, certificates, instructions,
resolutions, and other matters which, in our judgment, were necessary in order
to enable us to render the opinions herein set forth.

         Based on the foregoing and in reliance thereon and subject thereto and
on an analysis of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations thereunder, judicial authority and current administrative
rulings and such other laws and facts as we have



Inland Western Retail Real Estate Trust, Inc.
November 10, 2004
Page 2

deemed relevant and necessary, we hereby confirm our opinion that, commencing
with the Company's initial taxable year that ended December 31, 2003, the
Company has been organized in conformity with the requirements for qualification
as a REIT under the Code, and that its method of operation through the date of
this letter has enabled, and its proposed method of operation will enable, it to
satisfy the requirements for qualification and taxation as a REIT. This opinion
represents our legal judgment, but it has no binding effect or official status
of any kind, and no assurance can be given that contrary positions may not be
taken by the Internal Revenue Service or a court.

         The Company's qualification as a REIT will depend upon the continuing
satisfaction by the Company of the requirements of the Code relating to
qualification for REIT status, which requirements include those that are
dependent upon actual operating results, distribution levels, diversity of stock
ownership, asset composition, source of income and record keeping. We do not
undertake to monitor whether the Company actually has satisfied or will satisfy
the various REIT qualification tests.

         Furthermore, we hereby confirm to you that, in our opinion, insofar as
they purport to describe provisions of United States Federal income tax law, the
statements set forth under the caption "Federal Income Tax Considerations" in
the Prospectus included in the Registration Statement is accurate in all
material respects.

         We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to the Registration Statement of which
the Prospectus is a part and the reference to us under the caption "Federal
Income Tax Considerations". In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act.

                                                     Sincerely,

                                                     /s/ DUANE MORRIS LLP
                                                     ----------------------
                                                     DUANE MORRIS LLP