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):  February 10, 2014

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") is registering the resale of up to 1,768,239 common shares of beneficial interest, no par value, of the Company ("Common Shares") which may be issuable upon exchange of units of limited partnership interest ("LP units") of IRET Properties, A North Dakota Limited Partnership (the "Operating Partnership"), the Company's operating partnership, by the holders of such units (the "Selling Shareholders"), under the Company's registration statement on Form S-3ASR (File No. 333-189637), as supplemented by the prospectus supplement (the "Prospectus Supplement") filed February 10, 2014 with the Securities and Exchange Commission.

The Operating Partnership issued an aggregate of 1,768,239 LP units to the Selling Shareholders in eight private transactions in partial or full consideration for the acquisition by the Operating Partnership of certain real estate properties.  At the expiration of a specified holding period, each LP unit is exchangeable for cash or one Common Share, at the Company's option. If the Company elects to issue Common Shares in exchange for LP units to the Selling Shareholders, the Selling Shareholders may resell such Common Shares pursuant to the Prospectus Supplement. The Company will not receive any proceeds from any sale of such Common Shares. The registration of the Common Shares covered by the Prospectus Supplement does not necessarily mean that any of such Common Shares will be sold by any of the Selling Shareholders.

In connection with the filing of the Prospectus Supplement, the Company is filing as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K opinions of its counsel, Stinson Leonard Street LLP and Hunton & Williams LLP, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
5.1†	Opinion of Stinson Leonard Street LLP, dated February 10, 2014, regarding the legality of the Common Shares.
8.1†	Opinion of Hunton & Williams LLP, dated February 10, 2014, regarding certain tax matters.
23.1	Consent of Stinson Leonard Street LLP (included in Exhibit 5.1 hereto).
23.2	Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

† Filed herewith.

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: February 10, 2014	By:	/s/ Timothy P. Mihalick
		Name:	Timothy P. Mihalick
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1†	Opinion of Stinson Leonard Street LLP, dated February 10, 2014, regarding the legality of the Common Shares.
8.1†	Opinion of Hunton & Williams LLP, dated February 10, 2014, regarding certain tax matters.
23.1	Consent of Stinson Leonard Street LLP (included in Exhibit 5.1 hereto).
23.2	Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

† Filed herewith.

EX-5.1

Exhibit 5.1

William r. Syverson

320-654-4118 direct

william.syverson@leonard.com

Ladies and Gentlemen:

This opinion letter dated February 10, 2014 is delivered in connection with the offer and sale of 1,768,239 common shares of beneficial interest, no par value (the "Shares"), of Investors Real Estate Trust (the "Company") covered by the Registration Statement on Form S-3 (File No. 333-189637), effective upon filing by the Company with the Securities and Exchange Commission (the "Commission") on June 27, 2013 (the "Registration Statement").  The Shares are to be sold by the selling shareholders listed in the Prospectus Supplement under the section titled "Selling Shareholders" (the "Selling Shareholders"). The Shares may be issued from time to time by the Company to the extent that the Selling Shareholders, which hold units of limited partnership interest (the "LP Units") in IRET Properties, A North Dakota Limited Partnership, a North Dakota limited partnership (the "Operating Partnership"), in accordance with the terms of the Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership, dated January 31, 1997 (the "Partnership Agreement"), tender the LP Units to the Operating Partnership for redemption and the Company exercises its contractual right to acquire such tendered LP Units in exchange for the Shares.

In furnishing this opinion, we have examined copies of the Prospectus Supplement, the Articles of Amendment and Third Restated Declaration of Trust of the Company, the Third Restated Trustees' Regulations (Bylaws) of the Company, and the Partnership Agreement, each as amended or supplemented from time to time, and the resolutions of the meeting of the Board of Trustees authorizing the Prospectus Supplement and the issuance of the Shares (the "Resolutions"). We have also examined such other documents, papers, statutes and authorities as we deemed necessary to form a basis for the opinion hereinafter expressed. In these examinations and for purposes of the opinions expressed below, we have assumed (i) the genuineness of all signatures; (ii) the legal capacity of each natural person signatory to any of the documents reviewed by us; (iii) the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies; and (iv) the conformity of the documents filed with the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), except for required EDGAR formatting changes, to physical copies of the documents prepared by the Company and submitted for our examination.  As to factual matters, we have relied, without independent verification, upon the accuracy of the certificates of officers of the Company and the certificates and oral advice of public officials.

Based upon and subject to the foregoing, we are of the opinion that:

The Company 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 North Dakota Secretary of State.

The issuance of the Shares has been duly authorized by all necessary action of the Company.

When and if issued and delivered in accordance with the Prospectus Supplement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinions are 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 opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. This letter is given as of the date hereof, and 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.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company's Current Report on Form 8-K relating to the issuance of the Shares (the "Current Report"), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

Sincerely,

STINSON LEONARD STREET LLP

By:  /s/ William 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
February 10, 2014

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 (the "Operating Partnership"), in connection with the offer and sale, from time-to-time, of up to 1,768,239 common shares of beneficial interest, no par value, of the Company (the "Common Shares") issuable upon redemption of units of limited partnership interest in the Operating Partnership pursuant to a prospectus supplement filed on the date hereof (the "Prospectus Supplement") as part of a registration statement on Form S-3 (No. 333-189637) filed with the Securities and Exchange Commission on June 27, 2013 (the "Registration Statement"), with respect to the offer and sale, from time-to-time, of Common Shares, preferred shares of beneficial interest, no par value, and debt securities of the Company.  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, 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., LSREF Golden OPS 14 (WY), LLC and IRET – SH 1, LLC (collectively, 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 the Prospectus Supplement under the captions "Material Federal Income Tax Considerations" and "Additional Material Federal Income Tax Considerations" (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 "Additional Material Federal Income Tax Considerations" 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