8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 18, 2013

INVESTORS REAL ESTATE TRUST

 (Exact name of Registrant as specified in its charter)

North Dakota	000-14851	45-0311232
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 31st Avenue SW, Suite 60Post Office Box 1988 Minot, ND 58702-1988

 (Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

Investors Real Estate Trust (the "Company") has had an ongoing offering of its common shares of beneficial interest, no par value (the "common shares") pursuant to its Distribution Reinvestment and Share Purchase Plan (the "Plan"), under a shelf registration statement on Form S-3 (File No. 333-182165), filed on June 15, 2012. On June 27, 2013, the Company filed a shelf registration statement on Form S-3 (File No. 333-189637) (the "Registration Statement"), to register an indeterminate number of the Company's common shares, preferred shares and debt securities which may be offered from time to time. On July 18, 2013, the Company filed a prospectus supplement to the Registration Statement to register the issuance and sale of up to 10,000,000 of the Company's common shares issuable in the future to participants in the Plan.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.Description

5.1 Opinion of  Leonard, Street and Deinard Professional Association with respect to the legality of the common shares

8.1 Opinion of  Hunton & Williams LLP with respect to certain federal income tax matters.

23.1 Consent of Leonard, Street and Deinard Professional Association (included in Exhibit 5.1).

23.2 Consent of Hunton & Williams LLP (included in Exhibit 8.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVESTORS REAL ESTATE TRUST
Date:  July 18, 2013	By:/s/ Timothy P. Mihalick Timothy P. Mihalick President & Chief Executive Officer

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EXHIBIT INDEX

Exhibit

No.Description

5.1 Opinion of  Leonard, Street and Deinard Professional Association with respect to the legality of the common shares

8.1 Opinion of  Hunton & Williams LLP with respect to certain federal income tax matters.

23.1 Consent of Leonard, Street and Deinard Professional Association (included in Exhibit 5.1).

23.2 Consent of Hunton & Williams LLP (included in Exhibit 8.1).

EX-5.1

Exhibit 5.1

3800 Eighth Street North, Suite 102 St. Cloud, MN 56303 320.654.4100  main 320.654.4101  fax   William R. Syverson 320.654.4118 direct william.syverson@leonard.com

July 18, 2013

Investors Real Estate Trust

1400 31^st Avenue SW, Suite 60

Minot, North Dakota 58702

Re: Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Investors Real Estate Trust, a North Dakota real estate investment trust (the "Company"), in connection with the issuance of up to 10,000,000 shares (the "Shares") of the Company's common shares of beneficial interest, no par value per share (the "Common Stock"), to be newly issued or sold from its treasury to participants in the Company's Distribution Reinvestment and Share Purchase Plan, as amended and restated (the "Plan"), covered by (a) the Company's registration statement on Form S-3 (No. 333-189637), filed on June 27, 2013 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"), in respect of the Company's Common Stock including the Shares and other securities of the Company, (b) the prospectus contained in the Registration Statement (the "Prospectus"), and (c) the Prospectus Supplement relating to the Shares, filed with the Commission on July 18, 2013, pursuant to Rule 424(b) promulgated under the 1933 Act (the "Prospectus Supplement").  The Shares are to be sold by the Company in the manner described in the Registration Statement, the Prospectus, the Prospectus Supplement, and the Plan.

In connection with the foregoing, we have examined the Registration Statement, the Prospectus, the Prospectus Supplement, and the Plan.  We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates, and other documents and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion expressed below.

As to factual matters material to the opinion set forth below, we have relied, without investigation, upon the representations and statements of the Company in the Registration Statement, the Prospectus, the Prospectus Supplement, the Plan, and in such certificates of

Investors Real Estate Trust

July 18, 2013

Page 2

government officials and officers of the Company as we have deemed necessary for the purpose of the opinion expressed herein.

In rendering the following opinion, we have assumed, without investigation, the authenticity of any document or other instrument submitted to us as an original, the conformity to the originals of any document or other instrument submitted to us as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof.

Based upon and subject to the foregoing, and the other qualifications, assumptions, and limitations contained herein, we are of the opinion that:

The Shares have been duly and validly authorized and upon issuance and payment therefor in the manner contemplated by the Registration Statement, the Prospectus, the Prospectus Supplement, and the Plan, the Shares will be validly issued, fully paid and non-assessable.

          The foregoing opinion is limited to the laws of the State of North Dakota and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of North Dakota.

          The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K to be filed by the Company with the Commission on or about the date hereof and to the use of our name as it appears under the caption "Legal Matters" in the Prospectus Supplement.  In giving such consent, we do not thereby admit that we are an "expert" within the meaning of the 1933 Act.

Sincerely,

LEONARD, STREET AND DEINARD

/s/ William R. Syverson

William R. Syverson

EX-8.1

Exhibit 8.1

	HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 TEL804 • 788 • 8200FAX804 • 788 • 8218
July 18, 2013

Investors Real Estate Trust

1400 31^st Avenue SW

Suite 60

Minot, North Dakota  58701

Investors Real Estate Trust

Qualification as Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as tax counsel to Investors Real Estate Trust, a North Dakota real estate investment trust (the "Company"), and IRET Properties, A North Dakota Limited Partnership, a North Dakota limited partnership (the "Operating Partnership"), in connection with the preparation of a registration statement on Form S-3 (No. 333-189637), declared effective by the Securities and Exchange Commission on July 1, 2013 (the "Registration Statement") and the issuance from time to time of up to 10,000,000 common shares of beneficial interest, no par value, of the Company pursuant to a prospectus supplement filed on July 18, 2013 (the "Prospectus Supplement") in connection with the Company's Distribution Reinvestment and Share Purchase Plan.  You have requested our opinion regarding certain U.S. federal income tax matters.

In giving this opinion letter, we have examined the following:

1. the Company's Articles of Amendment and Third Restated Declaration of Trust, dated September 23, 2003, as amended (the "Articles of Incorporation");

2. the Operating Partnership's Agreement of Limited Partnership (the "Operating Partnership Agreement") dated as of January 31, 1997, as amended;

3. the Registration Statement and the prospectus (the "Prospectus") and the Prospectus Supplement filed as a part of the Registration Statement;

4. the taxable REIT subsidiary ("TRS") elections for IRET-Westlake, Inc. and LSREF Golden OPS 14 (WY), LLC (together, the "IRET TRSs"); and

5. such other documents or agreements as we have deemed necessary or appropriate for purposes of this opinion letter.

In connection with the opinions rendered below, we have assumed, with your consent, that:

1. each of the documents referred to above has genuine signatures, has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

2. during the Company's and the Operating Partnership's taxable year ending April 30, 2014 and future taxable years, the representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company and in a certificate, dated the date hereof and executed by a duly appointed officer of the Operating Partnership (together, the "Officer's Certificates"), will be true for such years, without regard to any qualification as to knowledge and belief;

3. the Company will not make any amendments to its organizational documents, the Operating Partnership Agreement, or the organizational documents of the IRET TRSs after the date of this opinion that would affect its qualification as a real estate investment trust (a "REIT") for any taxable year; and

4. no action will be taken by the Company, the Operating Partnership, or the IRET TRSs after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

In connection with the opinions rendered below, we also have relied upon the correctness of the representations contained in the Officer's Certificates, without regard to any qualification as to knowledge and belief.  No facts have come to our attention that would cause us to question the accuracy and completeness of the representations in the Officer's Certificates.   Furthermore, where the representations in the Officer's Certificates involve terms defined in the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations thereunder (the "Regulations"), published rulings of the Internal Revenue Service (the "Service"), or other relevant authority, we have reviewed with the individual making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority.

Based solely on the documents and assumptions set forth above, the representations set forth in the Officer's Certificates, and the discussions in the Prospectus and Prospectus Supplement under the captions "Material Federal Income Tax Considerations" and "41. What are the federal income tax consequences of participating in the plan?" (which are incorporated herein by reference), and without further investigation, we are of the opinion that:

(a)the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended April 30, 2010 through April 30,

2013, and the Company's organization and current and proposed method of operation will enable it to continue to qualify as a REIT for its taxable year ending April 30, 2014, and in the future; and

(b)the descriptions of the law and the legal conclusions contained in the Prospectus and the Prospectus Supplement under the captions "Material Federal Income Tax Considerations" and "41. What are the federal income tax consequences of participating in the plan?" are correct in all material respects.

We will not review on a continuing basis the Company's compliance with the documents or assumptions set forth above, or the representations set forth in the Officer's Certificates.  Accordingly, no assurance can be given that the actual results of the Company's operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT.  Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all of the facts referred to in this opinion letter or the Officer's Certificates.

The foregoing opinions are based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions.  The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification.  No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality.  We undertake no obligation to update the opinions expressed herein after the date of this letter.  This opinion letter speaks only as of the date hereof.  Except as provided in the next paragraph, this opinion letter may not be distributed, relied upon for any purpose by any other person, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the references to Hunton & Williams LLP under the captions "Material Federal Income Tax Considerations" and "Legal Matters" in the Prospectus and "Legal Matters" in the Prospectus Supplement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

Very truly yours,

/s/ Hunton & Williams LLP