S-4/A

As filed with the Securities and Exchange Commission on November 1, 2007

Registration No. 333-144306

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRUBB & ELLIS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	6531	94-1424307
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

500 West Monroe Street, Suite 2800

Chicago, IL 60661

(312) 698-6700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mark E. Rose

Chief Executive Officer and Director

Grubb & Ellis Company

500 West Monroe Street, Suite 2800

Chicago, IL 60661

(312) 698-6700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

C. Michael Kojaian
Chairman of the Board
Grubb & Ellis Company
500 West Monroe Street, Suite 2800
Chicago, IL 60661
(312) 698-6700 Clifford A. Brandeis, Esq.
Zukerman Gore & Brandeis, LLP
875 Third Avenue
New York, NY 10022
(212) 223-6700 Anthony W. Thompson
Chairman of the Board
Scott D. Peters
Chief Executive Officer and President
NNN Realty Advisors, Inc.
1551 North Tustin Avenue, Suite 300
Santa Ana, CA 92705
(714) 667-8252 Rosemarie Thurston, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
(404) 881-7000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement and the effective time of the merger of B/C Corporate Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Grubb & Ellis Company, a Delaware corporation, with and into NNN Realty Advisors, Inc., a Delaware corporation, as described in the Agreement and Plan of Merger, dated as of May 22, 2007, attached as Annex A to the joint proxy statement/prospectus forming part of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment is filed solely to file the exhibits indicated in Item 21 of Part II and to insert additional undertakings to Item 22 of Part II. No change is made to the preliminary joint proxy statement/prospectus constituting Part I of the Registration Statement or Item 20 of Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.   Exhibits and Financial Statement Schedules.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit
No.			Document
	2	.1	Agreement and Plan of Merger dated as of May 22, 2007, among Grubb & Ellis and NNN Realty Advisors and the other parties thereto (included in Annex A to the joint proxy statement/prospectus which is part of this registration statement)
	3	.1	Restated Certificate of Incorporation of Grubb & Ellis, incorporated herein by reference to Exhibit 3.2 to Grubb & Ellis’ Annual Report on Form 10-K filed on March 31, 1995
	3	.2	Amendment to the Restated Certificate of Incorporation of Grubb & Ellis as filed with the Delaware Secretary of State on December 8, 1997, incorporated herein by reference to Exhibit 4.4 to Grubb & Ellis’ Registration Statement on Form S-8 filed on December 19, 1997 (File No. 333-42741)
	3	.3	Bylaws of Grubb & Ellis, as amended and restated effective May 31, 2000, incorporated by reference to Exhibit 3.5 to Grubb & Ellis’ Annual Report on Form 10-K dated September 28, 2000
	4	.1	Specimen common stock certificate incorporated by reference to Exhibit 4.2 to Grubb & Ellis’ Registration Statement on Form S-3 filed on July 22, 1994 (File No. 033-54707)
	5	.1	Opinion of Zukerman Gore & Brandeis, LLP regarding validity of the shares of Grubb & Ellis common stock registered hereunder*
	8	.1	Opinion of Alston & Bird LLP regarding material federal income tax consequences relating to the merger*
	23	.1	Consent of Deloitte & Touche LLP with respect to NNN Realty Advisors and Triple Net Properties Realty, Inc. and subsidiary
	23	.2	Consent of KMJ Corbin & Company LLP with respect to NNN Realty Advisors
	23	.3	Consent of Ernst & Young LLP with respect to Grubb & Ellis
	24	.1	Power of Attorney (included in signature page of initial filing of this registration statement)
	99	.1	Form of Proxy Card of Grubb & Ellis
	99	.2	Form of Proxy Card of NNN Realty Advisors
	99	.3	Consent of JMP Securities LLC
	99	.4	Consent of Lehman Brothers Inc.
	99	.5	Consent of Anthony W. Thompson to be named as a director
	99	.6	Consent of Scott D. Peters to be named as a director
	99	.7	Consent of Glenn L. Carpenter to be named as a director
	99	.8	Consent of Harold H. Greene to be named as a director
	99	.9	Consent of Gary H. Hunt to be named as a director
	99	.10	Consent of D. Fleet Wallace to be named as a director

* Filed herewith.

II-1

Item 22.   Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-2

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) (1) The undersigned registrant undertakes as follows: that before any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant hereby undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on November 1, 2007.

GRUBB & ELLIS COMPANY

By:  /s/  Mark E. Rose

Name: Mark E. Rose

Title:  Chief Executive Officer and Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  Mark E. Rose Mark E. Rose		Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2007
* Richard W. Pehlke		Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2007
* Anthony G. Antone		Director	November 1, 2007
* C. Michael Kojaian		Director	November 1, 2007
* Robert J. McLaughlin		Director	November 1, 2007
* F. Joseph Moravec		Director	November 1, 2007
* Rodger D. Young		Director	November 1, 2007
*By:	/s/  Mark E. Rose Mark E. Rose As Attorney-in-Fact

II-4

EXHIBIT INDEX

Exhibit
No.			Document
	2	.1	Agreement and Plan of Merger dated as of May 22, 2007, among Grubb & Ellis and NNN Realty Advisors and the other parties thereto (included in Annex A to the joint proxy statement/prospectus which is part of this registration statement)
	3	.1	Restated Certificate of Incorporation of Grubb & Ellis, incorporated herein by reference to Exhibit 3.2 to Grubb & Ellis’ Annual Report on Form 10-K filed on March 31, 1995
	3	.2	Amendment to the Restated Certificate of Incorporation of Grubb & Ellis as filed with the Delaware Secretary of State on December 8, 1997, incorporated herein by reference to Exhibit 4.4 to Grubb & Ellis’ Registration Statement on Form S-8 filed on December 19, 1997 (File No. 333-42741)
	3	.3	Bylaws of Grubb & Ellis, as amended and restated effective May 31, 2000, incorporated by reference to Exhibit 3.5 to Grubb & Ellis’ Annual Report on Form 10-K dated September 28, 2000
	4	.1	Specimen common stock certificate incorporated by reference to Exhibit 4.2 to Grubb & Ellis’ Registration Statement on Form S-3 filed on July 22, 1994 (File No. 033-54709)
	5	.1	Opinion of Zukerman Gore & Brandeis, LLP regarding validity of the shares of Grubb & Ellis common stock registered hereunder*
	8	.1	Opinion of Alston & Bird LLP regarding material federal income tax consequences relating to the merger*
	23	.1	Consent of Deloitte & Touche LLP with respect to NNN Realty Advisors and Triple Net Properties Realty, Inc. and subsidiary
	23	.2	Consent of KMJ Corbin & Company LLP with respect to NNN Realty Advisors
	23	.3	Consent of Ernst & Young with respect to Grubb & Ellis
	24	.1	Power of Attorney (included in signature page of initial filing of this registration statement)
	99	.1	Form of Proxy Card of Grubb & Ellis
	99	.2	Form of Proxy Card of NNN Realty Advisors
	99	.3	Consent of JMP Securities LLC
	99	.4	Consent of Lehman Brothers Inc.
	99	.5	Consent of Anthony W. Thompson to be named as a director
	99	.6	Consent of Scott D. Peters to be named as a director
	99	.7	Consent of Glenn L. Carpenter to be named as a director
	99	.8	Consent of Harold H. Greene to be named as a director
	99	.9	Consent of Gary H. Hunt to be named as a director
	99	.10	Consent of D. Fleet Wallace to be named as a director

* Filed herewith.

II-5

EX-5.1

Exhibit 5.1

LETTERHEAD OF ZUKERMAN GORE & BRANDEIS, LLP

November 1, 2007

Grubb & Ellis Company
500 West Monroe Street, Suite 2800
Chicago, Illinois 60661

Ladies and Gentlemen:

     You have requested our opinion in connection with the filing by Grubb & Ellis Company, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”), up to 38,533,094 shares (the “Shares”) of its common stock, $.01 par value per share (the “Common Stock”). The Shares are to be issued to the stockholders of NNN Realty Advisors, Inc. (“NNN”) in exchange for their shares of NNN common stock pursuant to the terms of the Agreement and Plan of Merger, dated May 22, 2007 (the “Merger Agreement”), by and among the Company, B/C Corporate Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and NNN, pursuant to which Merger Sub will merge with and into NNN (the “Merger”).

     We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

     We have also assumed that (i) the stockholders of NNN will approve and adopt the Merger Agreement and approve the Merger, and a Certificate of Merger substantially in the form submitted to us will be filed with the Secretary of State of the State of Delaware giving effect to the Merger, (ii) the stockholders of the Company will approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) increasing the authorized number of shares of Common Stock from 50 million shares to 100 million shares (the “Amendment”) and the Amendment, substantially in the form included in Annex B to the joint proxy statement/prospectus included in the Registration Statement, will be filed with the Secretary of State of the State of Delaware giving effect to such Amendment, and (iii) none of the Company’s charter documents, the Merger Agreement, or the corporate proceedings relating to the Merger will be rescinded, amended or otherwise modified prior to the issuance of

the Shares (except for the amendments to the Charter referred to in the joint proxy statement/prospectus included in the Registration Statement).

     Based upon the foregoing, we are of the opinion that the Shares, which are being issued in exchange for all the outstanding stock of NNN, when issued in accordance with and in the manner described in the Merger Agreement and the Registration Statement, will be validly issued, fully paid and non-assessable.

      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 “Legal Matters” in the joint proxy statement/prospectus included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.

     This opinion is limited to the matters expressly set forth herein. This opinion is given and speaks only as of the date hereof and is limited to our knowledge of the facts and the laws, statutes, rules and regulations, and judicial and administrative interpretations thereof, as currently in effect, and assumes no event will take place in the future which will affect the opinions set forth herein. These are all subject to change, possibly with retroactive effect. We assume no obligation to advise any party of changes of any kind that may hereafter be brought to our attention, even if such changes would affect our opinion, or to update or supplement this opinion after the date hereof.

Very truly yours,

/s/ Zukerman Gore & Brandeis, LLP

EX-8.1

Exhibit 8.1

OPINION OF ALSTON & BIRD LLP

November 1, 2007

NNN Realty Advisors, Inc.
1551 North Tustin Avenue
Suite 300
Santa Ana, CA 92705

Re: Proposed Reorganization Involving NNN Realty Advisors, Inc., Grubb & Ellis Company and B/C Corporate Holdings, Inc.

Ladies and Gentlemen:

     We have served as counsel to NNN Realty Advisors, Inc., a Delaware corporation (“Company”), in connection with the proposed reorganization by and among Company, Grubb & Ellis Company, a Delaware corporation (“Parent”), and B/C Corporate Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of May 22, 2007 (the “Agreement”), which provides for the merger of Merger Sub with and into Company (the “Merger”). In our capacity as counsel to Company, our opinion has been requested with respect to certain of the federal income tax consequences of the Merger. All terms used herein without definition shall have the respective meanings specified in the Agreement, and unless otherwise specified, all section references herein are to the Internal Revenue Code of 1986, as amended (the “Code”).

     Pursuant to the Merger, and as more fully described in the Agreement, at the Effective Time, each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Additionally, each share of Company Common Stock owned by the Company, any Subsidiary of the Company, Parent or any Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist and no payment shall be made with respect thereto. Except with respect to Dissenting Shares, fractional shares (as discussed in the Agreement) and shares to be canceled as previously discussed, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.88 of a validly issued, fully paid and nonassessable share of Parent Common Stock, subject to certain adjustments in accordance with the Agreement. At the Effective Time, all shares of Company Common Stock converted into the shares of Parent

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 3201 Beechleaf Court, Suite 600
Raleigh, NC 27604-1062
919-862-2200
Fax: 919-862-2260 The Atlantic Building
950 F Street, NW
Washington, DC 20004-1404
202-756-3300
Fax: 202-756-3333

NNN Realty Advisors, Inc.
November 1, 2007
Page 2

Common Stock pursuant to the Agreement shall automatically be canceled, cease to exist and no longer be outstanding, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and a check for any cash in lieu of fractional shares of Parent Common Stock upon the surrender of such certificate in accordance with the Agreement and in each case without interest. At the Effective Time, any adjustments that must be made in regards to Company or Parent Common Stock must be adjusted in the manner outlined in the Agreement. Additionally, treatment of Company Stock Options and Company Restricted Stock that are outstanding at the Effective Time whether or not exercisable shall be converted in the manner outlined in the Agreement.

     In rendering the opinions expressed herein, we have examined such documents as we deemed appropriate, including the Agreement. In addition, we have assumed, with the consent of Parent and Company, that the Agreement, together with its Exhibits, accurately and completely describes the Merger and that the Merger will be consummated in accordance with the actual terms of the Agreement.

     In rendering the opinions expressed herein, we have relied, with the consent of Parent, Company, and Merger Sub, upon the accuracy and completeness of the factual statements and factual representations (which factual statements and factual representations we have neither investigated nor verified) contained in the certificates of Parent and Company provided to us dated as of the date hereof and at the Closing (together, the “Certificates”), which we have assumed are complete and accurate as of the date hereof and at the Closing and will be true at the Effective Time.

     Based on the foregoing, we are of the opinion that, under currently applicable federal income tax law, the acquisition by Company of substantially all of the assets and the liabilities of Merger Sub solely in exchange for Parent Common Stock will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent, Merger Sub, and Company will each be a “party to the reorganization” within the meaning of section 368(b) of the Code.

     The opinions expressed herein are based upon existing statutory, regulatory, and judicial authority, any of which may be changed at any time with retroactive effect. Our opinions are based solely on the documents that we have examined, and the factual statements and representations set out in the Certificates, which we have assumed are true at the date hereof and at the Closing, and will be true at the Effective Time. Our opinions cannot be relied upon if any of the facts pertinent to the federal income tax treatment of the Merger stated in such documents or any of the factual statements or factual representations set out in the Certificates are, or later become, inaccurate. Our opinions are limited to the tax matters specifically covered thereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Merger, including for

NNN Realty Advisors, Inc.
November 1, 2007
Page 3

example any issues related to intercompany transactions, accounting methods, or changes in accounting methods resulting from the Merger, or the consequences of the Merger under state, local or foreign law.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

Very truly yours,

/s/ Alston & Bird LLP