EXHIBIT 5

February 1, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

RE:      Grubb & Ellis Company
         1,000,000 Shares of Common Stock, Par Value $0.01 Per Share


Ladies/Gentlemen:

The  undersigned  is  Assistant  General  Counsel  of Grubb & Ellis  Company,  a
Delaware  corporation  (the  "Company").  This  legal  opinion  is  provided  in
connection with the registration on Form S-8 (the "Registration Statement"),  to
be filed with the Securities and Exchange  Commission by the Company on February
1, 2002 under the  Securities Act of 1933, as amended,  of 1,000,000  additional
shares of Common Stock,  $.01 par value  ("Shares"),  issuable under the Grubb &
Ellis Employee Stock Purchase Plan, as amended (the "Plan").

In connection with this opinion,  the undersigned is familiar with the corporate
proceedings taken by the Company related to the issuance of the Shares,  and has
made such other examinations of law and fact as considered necessary in order to
form a basis for the opinion hereafter expressed.

Based on the foregoing,  the  undersigned is of the opinion that the Shares have
been duly  authorized  and when  issued  pursuant  to the Plan,  will be validly
issued, fully paid and non-assessable.

The undersigned is opining herein as to the effect on the issuance of the Shares
only of the General  Corporation  Law of the State of Delaware.  The undersigned
expresses no opinion with respect to the  applicability  thereto,  or the effect
thereon,  of the laws of any other  jurisdiction  or any other laws or as to any
matters of municipal  law or other laws of any other local  agencies  within any
state.

The  undersigned  consents  to the  filing of this  opinion as an exhibit to the
Registration Statement.

Sincerely,


/s/ CAROL M. VANAIRSDALE
------------------------
Carol M. Vanairsdale
Assistant General Counsel