EXHIBIT 8

                                  July 30, 2002



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

Ladies and Gentlemen:

                  You have requested our opinion concerning certain federal
income tax matters in connection with the preparation and filing by Pennsylvania
Real Estate Investment Trust, a Pennsylvania business trust (the "Trust"), of a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the public offering of up to
1,176,627 shares of beneficial interest in the Trust by the holders identified
under the caption "Selling Shareholders" in the prospectus included in the
Registration Statement (the "Prospectus").

                  This opinion is based, in part, on various assumptions and the
representations made by you as to factual matters set forth in the Prospectus
and in a letter delivered to us by you today. This opinion is also based upon
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder and existing administrative and judicial interpretations
thereof, all as they exist as of the date of this letter. All of the foregoing
statutes, regulations and interpretations are subject to change, in some
circumstances with retroactive effect. Any changes to the foregoing authorities
might result in modifications of our opinions contained herein.

                  Based on the foregoing, we are of the opinion that:

                  1. For all years as to which the Trust's tax returns remain
open for adjustment by the Internal Revenue Service, the Trust has been
organized in conformity with the requirements for qualification as a "real
estate investment trust" under the Code, and the Trust's method of operation, as
described in the representations referred to above, has been such as to enable
it to meet, and to continue to meet, the requirements for qualification and
taxation as a "real estate investment trust" under the Code.

                  2. The statements in the Prospectus set forth under the
caption "Federal Income Tax Considerations," to the extent such statements
constitute matters of law, summaries of legal matters or legal conclusions, have
been reviewed by us and are accurate in all material respects.

                  We express no opinion with respect to the matters described in
the Prospectus other than those expressly set forth herein. This opinion
represents our best legal judgment, but it has no binding effect or official
status of any kind, and no assurance can be given that contrary positions may
not be taken by the Internal Revenue Service or a court.

                  We hereby consent to the filing of this opinion with the
Securities and Exchange Commission and to the references to our firm in the
Prospectus under the captions "Federal Income Tax Considerations" and "Legal
Matters." In giving this consent, we do not admit that we otherwise 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