EX-5.1 2 0002.txt LEGAL OPINION Exhibit 5.1 ALSTON&BIRD LLP 3605 Glenwood Avenue, Suite 310 P. O. Drawer 31107 Raleigh, NC 27622-1107 919-420-2200 Fax: 919-420-2260 www.alston.com June 8, 2000 Highwoods Properties, Inc. 3100 Smoketree Court, Suite 600 Raleigh, North Carolina 27604 Ladies and Gentlemen: This opinion letter is furnished in connection with the registration statement on Form S-8 filed by Highwoods Properties, Inc., a Maryland corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof for the registration of 500,000 shares of common stock, $.01 par value per share, of the Company (the "Shares"). The Shares are issuable pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Plan"). We have reviewed such documents and considered such matters of law and fact as we, in our professional judgment, have deemed appropriate to render the opinion contained herein. We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares and, for the purpose of this opinion letter, have assumed such proceedings will be timely completed in the manner presently proposed. Based upon and subject to the foregoing and the further limitations and qualifications hereinafter expressed, it is our opinion that the Shares will be validly issued, fully paid and non-assessable when the Shares have been issued and sold and the consideration received therefor by the Company in accordance with the terms of the Plan. We hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein. Very truly yours, ALSTON & BIRD LLP By: /s/ Robert H. Bergdolt ---------------------- Robert H. Bergdolt, a Partner
One Atlantic Center 1211 East Morehead Street 601 Pennsylvania Avenue, N.W. 1201 West Peachtree Street P. O. Drawer 34009 North Building, 11th Floor Atlanta, GA 30309-3424 Charlotte, NC 28234-4009 Washington, DC 20004-2601 404-881-7000 704-331-6000 202-756-3300 Fax: 404-881-7777 Fax: 704-334-2014 Fax: 202-756-3333