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                                                                     EXHIBIT 8.4

                      [LETTERHEAD OF BAKER & HOSTETLER LLP]

                                October ___, 2001


Commercial Net Lease Realty, Inc.
450 South Orange Avenue, Suite 900
Orlando, FL 32801

Ladies and Gentlemen:

                In connection with the merger of Captec Net Lease Realty, Inc.,
(the "Company") into Commercial Net Lease Realty, Inc. ("CNLR"), pursuant to the
Agreement and Plan of Merger dated July 1, 2001 (the "Merger Agreement"), you
have requested our opinion whether the Company has been organized in conformity
with the requirements for qualification as a real estate investment trust
("REIT"), and whether its method of operation has enabled the Company to meet
the requirements for qualification and taxation as a REIT under the Internal
Revenue Code of 1986, as amended (the "Code").

                In rendering our opinion, we have examined and relied on the
accuracy and completeness of facts, information, covenants, representations, and
warranties contained in originals or copies, certified or otherwise identified
to our satisfaction, of the Merger Agreement, the Registration Statement on Form
S-4 (File No. 333-66428) as filed with the Securities and Exchange Commission
(the "Registration Statement") and such other documents and records as we have
deemed necessary or appropriate as a basis of the opinion set forth below. This
opinion is based on various assumptions and is conditioned upon certain
representations made by the Company as to factual matters as set forth in the
Registration Statement. In addition, the Company has represented that it has
made a timely election to be taxed as a REIT under the Code commencing with its
initial taxable year ending December 31, 1997, and that commencing with the
first taxable year that the Company has elected to be taxed as a REIT, the
Company has operated in accordance with the method of operation described in the
Registration Statement.

                Based on such assumptions and representations, it is our opinion
that the Company has qualified as a REIT for its taxable years ended December
31, 1997 through December 31, 2000, the Company is organized in conformity with
the requirements for qualification as a REIT, and its method of operation will
enable the Company to meet the requirements for qualification as a REIT for the
taxable year beginning January 1, 2001 determined as if such taxable year ended
as of the Closing. No opinion is expressed as to any matter not discussed
herein.

                This opinion is based on various statutory provisions and
regulations promulgated thereunder, in each case as in effect on the date
hereof, and the interpretations of such provisions and regulations by the
Internal Revenue Service and the courts having jurisdiction over such matters,
all of which are subject to change either prospectively or retroactively. Also,
any variation from the factual statements set forth in the Registration
Statement or the written representations made by the Company in connection with
this opinion may affect the conclusions stated herein. Our opinion is not
binding on the Internal Revenue Service and, without limiting


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our opinion, we note that there can be no assurance that all of the requirements
for qualification as a REIT for any particular taxable year have in fact been
met until the return for such taxable year has been reviewed by the Internal
Revenue Service or the period for such review has expired.

                This opinion is furnished to you solely for use in connection
with the Registration Statement and for use by your counsel, Shaw Pittman LLP,
in rendering its opinion with respect to your qualification as a REIT. We hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to us under the caption "Material Federal Income
Tax Consequences" in the Proxy Statement included as a part of 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.

                                                   Very truly yours,

                                                   /s/ Baker & Hostettler LLP

                                                   Baker & Hostetler LLP