8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2010

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     As previously announced, the Board of Directors of Cousins Properties Incorporated (the “Company”) declared a dividend payable to holders of record of the Company’s common stock as of the close of business on May 3, 2010. Shareholders will have the option to elect to receive payment of the dividend in cash or shares of the Company’s common stock, subject to certain limitations.

     The Company has filed with the Securities and Exchange Commission a prospectus supplement relating to the shares of common stock that may be issued in connection with the dividend. In connection therewith, the Company has filed as Exhibit 5.1 to this report, the opinion of King & Spalding LLP as to the legality of the securities and as Exhibit 8.1 to this report, the opinion of King & Spalding LLP as to certain tax matters.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
5.1	Opinion of King & Spalding LLP.
8.1	Opinion of King & Spalding LLP regarding certain tax matters.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 11, 2010

COUSINS PROPERTIES INCORPORATED
By:	/s/ Robert M. Jackson
	Robert M. Jackson
	Senior Vice President, General Counsel and Corporate Secretary

EX-5.1

Exhibit 5.1

King & Spalding LLP
1180 Peachtree Street N.E.
Atlanta, GA 30309-3521

May 11, 2010

Cousins Properties Incorporated
191 Peachtree Street
Suite 3600
Atlanta, Georgia 30303

     Re: Cousins Properties Incorporated — Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the issuance by the Company of up to 1,800,000 shares of the Company’s common stock (the “Shares”), par value $1.00 per share (the “Common Stock”), to be issued in connection with a dividend (the “Dividend”) declared by the Board of Directors of the Company on April 15, 2010. The Dividend is payable to holders of record of the Common Stock as of the close of business on May 3, 2010 and is expected to be paid on June 18, 2010 substantially on the terms and in the manner described in the Prospectus Supplement dated as of May 11, 2010 (the “Prospectus Supplement”). The issuance of the Shares is being registered under the Securities Act of 1933, as amended, on a Registration Statement on Form S-3 (No. 333-165498) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2010, which relates to the offering from time to time of certain securities described in the Registration Statement, including the Shares.

     In such capacity, we have examined, and have relied as to matters of fact upon, original, certified, conformed or photographic copies of such corporate records of the Company, such other agreements and instruments, such certificates of public officials, officers of the Company and other persons, and such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to be accurate and to have been given properly.

Cousins Properties Incorporated
May 11, 2010
Page 2

     The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon the foregoing, and subject to the other limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized and, upon issuance of the Shares pursuant to the Dividend, will be validly issued, fully paid and non-assessable.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

     We hereby consent to the filing of this opinion as an Exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about May 11, 2010, which will be incorporated by reference in the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement related to the Shares.

Very truly yours,

/s/ King & Spalding LLP

King & Spalding LLP

EX-8.1

Exhibit 8.1

King & Spalding LLP
1180 Peachtree Street N.E.
Atlanta, GA 30309-3521

May 11, 2010

Cousins Properties Incorporated
191 Peachtree Street
Suite 3600
Atlanta, Georgia 30303

     Re: Certain Federal Income Tax Considerations

Ladies and Gentlemen:

     We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the issuance by the Company of up to 1,800,000 shares of the Company’s common stock (the “Shares”), par value $1.00 per share (the “Common Stock”), to be issued in connection with a dividend (the “Dividend”) declared by the Board of Directors of the Company to holders of record of the Common Stock as of the close of business on May 3, 2010 and expected to be paid on June 18, 2010 substantially on the terms and in the manner described in the Prospectus Supplement dated as of May 11, 2010 (the “Prospectus Supplement”). The issuance of the Shares is being registered under the Securities Act of 1933, as amended, on a Registration Statement on Form S-3 (No. 333-165498) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2010, which relates to the offering from time to time of certain securities described in the Registration Statement, including the Shares, and includes the Prospectus dated April 13, 2010 (the “Base Prospectus,” and such Base Prospectus, together with the Prospectus Supplement, the “Prospectus”). In connection with the preparation of the Prospectus, the Company has requested our opinion with respect to the discussion included in the Prospectus under the heading “Certain Federal Income Tax Considerations.”

In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact

Cousins Properties Incorporated
May 11, 2010
Page 2

material to this opinion, we have relied upon statements and representations of representatives of the Company.

     Based upon the foregoing and subject to the other limitations and qualifications set forth herein, we are of the opinion that, although the discussion set forth in the Prospectus under the heading “Certain Federal Income Tax Considerations” does not purport to discuss all possible United States federal income tax consequences of the acquisition, ownership and disposition of the Shares, the discussion, although general in nature, constitutes, in all material respects, a fair and accurate summary under current law of certain material United States federal income tax consequences of the acquisition, ownership and disposition of the Shares, subject to the qualifications set forth therein. The United States federal income tax consequences of an investment in the Shares by an investor will depend on that investor’s particular situation, and we express no opinion as to the completeness of the discussion set forth in “Certain Federal Income Tax Considerations” as applied to any particular holder.

     Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein. In particular, we express no opinion on the Company’s qualification as a REIT under the Internal Revenue Code of 1986, as amended, the qualification of any entities in which the Company has invested as partnerships for federal income tax purposes, or any other tax consequences that may apply to the Company or to an investment in the Shares.

     The opinion expressed herein is based upon the current provisions of the Internal Revenue Code of 1986, as amended, the U.S. Treasury Regulations promulgated thereunder, current administrative positions of the U.S. Internal Revenue Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis. Any such changes could adversely affect the accuracy of the opinion rendered herein, the statements in the Prospectus, and the tax consequences to the Company and the investors in its securities. In addition, as noted above, our opinion is based solely on the documents that we have examined, the additional information that we have obtained, and the representations that have been made to us, and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered solely for the benefit of the Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

     We hereby consent to the filing of this opinion as an Exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about May 11, 2010,

Cousins Properties Incorporated
May 11, 2010
Page 3

which will be incorporated by reference in the Registration Statement, and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement related to the Shares.

Very truly yours,

/s/ King & Spalding LLP

King & Spalding LLP