EXHIBIT 5

                                  July 30, 2002

Pennsylvania Real Estate Investment Trust
The Bellevue, 200 S. Broad Street
Philadelphia, PA   19102

Ladies and Gentlemen:

                  We have acted as counsel to Pennsylvania Real Estate
Investment Trust, a Pennsylvania business trust (the "Trust"), in connection
with the preparation and filing with the Securities and Exchange Commission of
the Trust's registration statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to the public offering
from time to time of up to 1,176,627 shares of beneficial interest in the Trust,
par value $1.00 per share (the "Shares"), that have been or may be issued by the
Trust to holders identified under the caption "Selling Shareholders" in the
Prospectus included in the Registration Statement.

                  For purposes of this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the Trust
Agreement and Bylaws of the Trust and the First Amended and Restated Agreement
of Limited Partnership of PREIT Associates, L.P., a Delaware limited partnership
(the "Partnership Agreement"), each as amended to date, resolutions adopted by
the Trust's Board of Trustees and such other agreements, instruments, documents
and records relating to the Trust and the issuance of the Shares as we have
deemed appropriate. In all such examinations, we have assumed the genuineness of
signatures, the authenticity of documents submitted to us as originals, the
conformity to authentic original documents of documents submitted to us as
copies and the accuracy and completeness of all records and other information
made available to us by the Trust. As to various questions of fact material to
our opinion, we have relied on representations of officers of the Trust.

                  We express no opinion concerning the laws of any jurisdiction
other than the corporation and business trust laws of the Commonwealth of
Pennsylvania.

                  Based on the foregoing and consideration of such questions of
law as we have deemed relevant, in our opinion, the issuance of the Shares by
the Trust upon redemption of limited partner units in PREIT Associates, L.P. in
accordance with the Partnership Agreement has been duly authorized by all
necessary action of the Board of Trustees, and such Shares as have been issued
were, and such Shares as have yet to be issued, when and if issued by the Trust
upon the redemption of limited partner units in PREIT Associates, L.P. in
accordance with the Partnership Agreement will be, validly issued, fully paid
and non-assessable by the Trust.

                  We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission issued thereunder.

                                            Very truly yours,


                                            /s/ Drinker Biddle & Reath LLP

                                            DRINKER BIDDLE & REATH LLP