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                                                                       EXHIBIT 5


                                 [SP LETTERHEAD]

                                  July 9, 2001



Commercial Net Lease Realty, Inc.
450 S. Orange Avenue, Suite 900
Orlando, Florida 32801

        RE:    FORM S-8 REGISTRATION STATEMENT

Dear Sirs:

        We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the offering of up to 2,900,000 shares of
common stock, par value $.01 per share (the "Shares"), of the Company, that may
be offered and sold from time to time pursuant to the Company's 2000 Performance
Incentive Plan (the "Plan").

        For the purposes of this opinion, we have examined copies of the
following documents:

1.      The Registration Statement;

2.       The First Amended and Restated Articles of Incorporation of the Company
         (the "Articles"), as certified by Maryland State Department of
         Assessments and Taxation on July 5, 2001 and by the Secretary of the
         Company on the date hereof as being complete, accurate and in effect;

3.       The Bylaws of the Company (the "Bylaws"), as certified by the Secretary
         of the Company on the date hereof as being complete, accurate and in
         effect;

4.       Minutes of the Special Meeting of the Board of Directors of the Company
         held on April 20, 2000 (the "Minutes"), as certified by the Secretary
         of the Company on the date hereof as being complete, accurate and in
         effect;

5.       A certificate of the Secretary of the Company of even date herewith;
         and

6.       Such other documents, corporate records, certificates of public
         officials and other instruments as we have deemed necessary for the
         purposes of rendering this opinion.

        In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all docu-
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ments submitted to us as originals, and the conformity to original documents of
all documents submitted to us as certified, telecopied, photostatic or
reproduced copies.

        In connection with the opinions expressed below, we have assumed that,
at and prior to the time of the sale and delivery of Shares pursuant to the
Registration Statement, (i) the Minutes authorizing the offering and sale of the
Shares have not have been amended, modified or rescinded, (ii) the Registration
Statement has been declared effective and no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
with respect thereto have been commenced or threatened, and (iii) there has not
occurred any change in law materially adversely affecting the power of the
Company to offer and sell the Shares or the validity of the Shares. We have also
assumed that the offering, sale and delivery of Shares will not at the time of
such offering and sale violate or conflict with (1) the First Amended and
Restated Articles of Incorporation, as then amended, restated and supplemented,
and the Bylaws of the Company, (2) any provision of any license, indenture,
instrument, mortgage, contract, document or agreement to which the Company is a
party or by which the Company is then bound, or (3) any law or regulation or any
decree, judgment or order applicable to the Company. We have further assumed
that the number of Shares to be offered and sold pursuant to the Registration
Statement will not at the time of such offering and sale exceed the amount of
such class of capital shares authorized in the Articles of Incorporation, as
then amended, restated or supplemented, and unissued at such time.

        Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares have been duly authorized and when sold, issued and
delivered by the Company in the manner and on the terms described in the
Registration Statement and the Plan, the Shares will be validly issued, fully
paid and nonassessable.

        This opinion is limited to the laws of the United States and the General
Corporation Law of Maryland. We are members of the Bar of the State of Maryland
and do not hold ourselves out as being experts in the laws of any other
jurisdiction. Our opinion is rendered only with respect to the laws and the
rules, regulations and orders thereunder that are currently in effect. We assume
no obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion. This opinion has been prepared solely for your use in
connection with the filing of the Registration Statement, and should not be
quoted in whole or in part or otherwise be referred to, nor otherwise be filed
with or furnished to any governmental agency or other person or entity, without
our express prior written consent.

        We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.


                                Very truly yours,
                                /s/ Shaw Pittman
                                SHAW PITTMAN