Exhibit 8.2





                       [Baker & Hostetler LLP Letterhead]


                               December 17, 2002



Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122

             Re:   Status as a REIT

Ladies and Gentlemen:

     In connection with the Joint Proxy Statement/Prospectus included as part of
the Registration Statement on Form S-4 originally filed with the Securities and
Exchange Commission on October 31, 2002 (the "Registration Statement"), you have
requested our opinion regarding whether Developers Diversified Realty
Corporation (the "Company") has qualified as a real estate investment trust
("REIT") for its taxable years ended December 31, 1993 through December 31,
2001, has been organized in conformity with the requirements for qualification
as a REIT, and whether its method of operation has enabled the Company to meet,
and will enable it to continue to meet, the requirements for qualification and
taxation as a REIT under the Internal Revenue Code of 1986, as amended (the
"Code"). This opinion is based on various assumptions and is conditioned upon
certain representations made by the Company as to factual matters as set forth
in the Registration Statement and the registration statements on Forms S-3 and
S-11 previously filed with the Securities and Exchange Commission (the "Prior
Registrations"). In addition, the Company has provided a representation letter
and certificate ("Representation Letter") certifying, among other items, that it
has made a timely election to be taxed as a REIT under the Code commencing with
its initial taxable year ended December 31, 1993, and that commencing with the
first taxable year that the Company has elected to be taxed as a REIT, the
Company has operated and will continue to operate in accordance with the terms
and provisions of its Articles of Incorporation and in accordance with the
method of operation described in the Registration Statement and the Prior
Registrations.






Developers Diversified Realty Corporation
December 17, 2002
Page 2


     Based on such assumptions and representations, it is our opinion that the
Company has qualified as a REIT for its taxable years ended December 31, 1993
through December 31, 2001, the Company is organized in conformity with the
requirements for qualification as a REIT, and the Company's current and proposed
method of operation will enable it to meet the requirements for qualification
and taxation as a REIT under the Code for its taxable year ended December 31,
2002 and for all future taxable years.

     This opinion is based on various statutory provisions and regulations
promulgated thereunder, in effect on the date hereof, and the interpretations of
such provisions and regulations by the Internal Revenue Service and the courts
having jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Also, any variation from the factual statements
set forth in the Registration Statement, the Prior Registrations or the
Representation Letter may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a REIT depends upon the Company's
ability to meet, through actual annual operating results, distribution levels
and diversity of stock ownership, the various qualification tests imposed under
the Code, the results of which will not be reviewed by Baker & Hostetler LLP.
Accordingly, no assurance can be given that the actual results of the Company's
operations for any one taxable year will satisfy such requirements. We wish to
point out that our opinion is not binding on the Internal Revenue Service and,
without limiting our opinion, we note that there can be no assurance that all of
the requirements for qualification as a REIT for any particular taxable year
have in fact been met until the return for such taxable year has been reviewed
by the Internal Revenue Service or the period for such review has expired.

     This opinion is limited to the 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 state or locality. We undertake
no obligation to update the opinions expressed herein after the date of this
letter. This opinion is rendered to the addressee of this letter solely for the
purpose referred to in the first paragraph hereof, and may not be relied on or
referred to by any other person or entity or by any addressee for any other
purpose without the express written consent of this Firm. We hereby consent to
the filing of this opinion as an Exhibit to the Registration Statement.


                                      Very truly yours,



                                      /s/ Baker & Hostetler LLP
                                      -------------------------------
                                      BAKER & HOSTETLER LLP