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                                                                     EXHIBIT 8.3

                      [LETTERHEAD OF BAKER & HOSTETLER LLP]

                                October ___, 2001


Captec Net Lease Realty, Inc.
24 Frank Lloyd Wright Drive
Lobby L, 4th Floor
Ann Arbor, MI  48106

Ladies and Gentlemen:

        We have acted as counsel to Captec Net Lease Realty, Inc. ("Captec"), a
Delaware corporation, in connection with the proposed merger of Captec into
Commercial Net Lease Realty, Inc., ("CNLR") a Maryland corporation, pursuant to
an agreement and plan of merger dated as of July 1, 2001, between Captec and
CNLR (the "Merger Agreement"). Unless otherwise defined herein or the context
otherwise requires, terms used herein have their meanings provided in the Merger
Agreement.

        For purposes of the opinion set forth below, we have reviewed and relied
upon: (i) the Merger Agreement; (ii) the Proxy Statement and the Registration
Statement on Form S-4 (File No. 333-66428) as filed by CNLR with the Securities
and Exchange Commission (the "Registration Statement"); and (iii) such other
documents, records, and instruments as we have deemed necessary or appropriate
as a basis of our opinion. In addition, in rendering our opinion we have relied
upon certain statements and representations made by Captec and CNLR (the
"Certified Representations"), and upon certain statements and representations
contained in the Merger Agreement and the Registration Statement. We have
neither investigated nor verified any such statements or representations. We
have assumed that such statements and representations are true, correct,
complete, and not breached, and that no actions that are inconsistent with such
statements and representations will be taken. We have also assumed that all
representations made under the Certified Representations "to the best knowledge
of " any persons will be true, correct and complete as if made without such
qualification.

        In addition, we have assumed that (i) the merger will be consummated in
accordance with the Merger Agreement and as described in the Registration
Statement (including satisfaction of all covenants and conditions to the
obligations of the parties without amendment or waiver thereof); (ii) the
merger will qualify as a merger under the applicable laws of Maryland and
Delaware; (iii) each of Captec and CNLR will comply with all reporting
obligations with respect to the merger required under the Internal Revenue Code
of 1986, as amended (the "Code") and the Treasury Regulations promulgated
thereunder; and (iv) the Merger Agreement and all other statements and
instruments referred to therein in the Registration Statement are valid and
binding in accordance with their terms. Any inaccuracy in, or breach of, any of
the aforementioned statements, representations, or assumptions, or any change
after the day hereof in applicable law could adversely affect our opinion. No
ruling has been (or will be) sought from the Internal Revenue Service by Captec
or CNLR as to the federal income tax


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Captec Net Lease Realty, Inc.
October ____, 2001
Page 2


consequences of any aspect of the merger. The opinion expressed herein is not
binding on the Internal Revenue Service or any court, and there can be no
assurance that the Internal Revenue Service or a court of competent jurisdiction
will not disagree with such opinion.

        Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that (i) the merger of Captec with and into CNLR will be a reorganization
within the meaning of section 368(a)(1) of the Code, (ii) no gain or loss will
be recognized by Captec shareholders on the exchange by way of conversion of
their shares of Captec stock into shares of CNLR stock, but gain, if any, will
be recognized up to the amount of cash received in the exchange; and (iii) the
statements contained in the section of the Registration Statement entitled
"Material Federal Income Tax Consequences" are correct. Our opinion assumes that
the Series A Preferred Stock is not treated as "nonqualified preferred stock"
under section 351(g) of the Internal Revenue Code, based on CNLR's
representation that as of the issue date of the Series A Preferred Stock it is
not more likely than not that CNLR will redeem the Series A Preferred Stock.
However, the nonqualified preferred stock provisions were added to the Code in
August of 1997 and no applicable Internal Revenue Service guidance, in the form
of regulations or otherwise, has been promulgated with respect to whether it is
more likely than not that an issuer will redeem preferred stock. If the Series A
Preferred Stock is treated as nonqualified preferred stock, then a Captec
shareholder would recognize any gain realized on the exchange up to the amount
of cash and the value of Class A Preferred Stock received by the shareholder.

        Our opinion is based upon existing statutory, regulatory, and
administrative and judicial authority, any of which may be changed at any time
with retroactive effect to the detriment of Captec and CNLR and their respective
stockholders. We do not undertake to advise you as to any changes after the
effective time in the above-referenced authorities that may affect our opinion
unless we are specifically requested to do so. No opinion is expressed as to any
matter not specifically addressed above. Furthermore, no opinion is expressed as
to the tax consequences of any other transactions under any foreign, state, or
local tax law.

        We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to this firm under
the caption "Material Federal Income Tax Consequences" in the Registration
Statement. The giving of this consent, however, does not constitute an admission
that we are "experts" within the meaning of Section 11 of the Securities Act of
1933, as amended, or within the category of persons whose consent is required by
Section 7 of said Act.


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Captec Net Lease Realty, Inc.
October ____, 2001
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        This opinion has been delivered to you as contemplated by the Merger
Agreement and for the purpose of being included as an exhibit to the
Registration Statement and is intended solely for your benefit and the benefit
of your stockholders.

                                            Very truly yours,

                                            /s/ Baker & Hostettler LLP

                                            Baker & Hostetler LLP