Exhibit 5

OPINION RE LEGALITY

September 29, 2008

Securities and Exchange Commission

Washington, DC 20549

INVESTORS REAL ESTATE TRUST—FORM S-3 DATED September 29, 2008

We have acted as special counsel to Investors Real Estate Trust, a North Dakota real estate investment trust (“IRET”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), with respect to the issuance and sale of (i) IRET’s shares of beneficial interest, no par value (“Common Shares”), and (ii) preferred shares of beneficial interest, no par value (“Preferred Shares” and, collectively with the Common Shares, “Securities”) to be offered from time to time by IRET, having an aggregate maximum public offering price of up to $150,000,000, as described in the Registration Statement and on terms to be determined at the time of offering.

In our capacity as counsel to the Trust and for purposes of rendering this opinion, we have examined and relied upon, among other things, such documents and records of the Trust and certificates of its officers and of public officials as we have deemed necessary for purposes of the opinions expressed below.  In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies. We have assumed, without independent verification, the accuracy of the relevant facts stated therein.

The opinions set forth in this letter are based upon and are limited solely to the laws of the State of North Dakota, and we express no opinion herein concerning the laws of any other jurisdiction.  We express no opinion as to the applicability or effect of any federal or state securities laws, including the laws of the State of North Dakota, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of North Dakota, we do not express any opinion on such matter.

Based upon the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that:

1)   The Trust is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of North Dakota, and is in good standing with the office of the Secretary of State of North Dakota; and

2)   The issuance of the Securities has been duly authorized by the Trust and, when and to the extent issued and delivered against payment therefore in accordance with the Plan, the Securities will be validly issued, fully paid and nonassessable.

This opinion is limited to the matters stated in this letter, and no opinion may be implied or inferred beyond the matters expressly stated in this letter.  This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes I the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Very truly yours,

PRINGLE & HERIGSTAD, P.C.

By /s/ David Hogue

David Hogue