Exhibit 8


                     [Letterhead of Cahill Gordon & Reindel]


                                  July 6, 2001
                                                                  (212) 701-3000

Ladies and Gentlemen:

     We have acted as tax counsel to First Industrial Realty Trust, Inc. (the
"Company") in connection with the Form S-3 Registration Statement filed by the
Company with the Securities and Exchange Commission on March 30, 2001, as
amended on June 11, 2001 and July 6, 2001, including the documents incorporated
by reference therein, and the prospectus included therein (the "Registration
Statement").* We have been asked to provide our opinion as to certain federal
income tax matters arising under the Internal Revenue Code of 1986, as amended
(the "Code"), relating to the Company's qualification for taxation as a real
estate investment trust (a "REIT") under the Code.

     The opinions set forth in this letter are based on relevant provisions of
the Code, Treasury Regulations thereunder and interpretations of the foregoing
as expressed in court decisions and administrative determinations as of the date
hereof. These provisions and interpretations are subject to changes (possibly on
a retroactive basis) that might result in modifications of our opinions.

     For purposes of rendering the opinions contained in this letter, we have
reviewed the Registration Statement and such other documents, law and facts as
we have deemed necessary. In our review, we have assumed the genuineness of all
signatures; the proper execution of all documents; the authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; and the authenticity of the originals of
any copies.

     These opinions also are premised on certain written factual representations
made by the Company in a certificate dated as of the date hereof (the
"Certificate"). For purposes of our opinions, we have not made an independent
investigation of the representations contained in the Certificate, and
consequently we have relied on the representations therein that the information
contained in the Certificate or otherwise furnished to us accurately describes
all material facts relevant to our opinions.

     Based upon and subject to the foregoing:

          (i) We are of the opinion that, commencing with the Company's taxable
     year ended on December 31, 1994, the Company has been organized in
     conformity with the requirements for qualification as a REIT under the Code
     and the Company's method of operation, as described in the Registration
     Statement and as set forth in the Certificate, has enabled it to meet the
     requirements for qualification as a REIT under the Code and, provided that
     the Company continues to satisfy the applicable asset composition, source
     of income, shareholder diversification, distribution, recordkeeping and
     other requirements of the Code necessary to qualify as a REIT, it will
     continue to so qualify; and

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*    Capitalized terms used in this letter that are not otherwise defined herein
     have the meanings ascribed to them in the Registration Statement.


                                     II-1


          (ii) We hereby confirm the legal conclusions stated as opinions in the
     Registration Statement under the heading "Federal Income Tax
     Considerations" (the "Tax Section").

     We express no opinion other than the opinions expressly set forth herein
and in the Tax Section (the "Opinions"). The Opinions are not binding on the
Internal Revenue Service (the "IRS") and the IRS may disagree with the Opinions.
Although we believe that the Opinions would be sustained if challenged, there
can be no assurance that this will be the case. The Opinions are based upon the
law as it currently exists. Consequently, future changes in the law may cause
the federal income tax treatment of the matters referred to herein and in the
Tax Section to be materially and adversely different from that described above
and in the Tax Section (possibly on a retroactive basis). In addition, any
variation in the facts from those set forth in the Registration Statement or the
representations contained in the Certificate or otherwise provided to us may
affect the conclusions stated in the Opinions. Moreover, the Company's
qualification and taxation as a REIT depend upon the Company's ability to meet,
through actual annual and quarterly operating results, distribution levels,
diversity of stock ownership and various other qualification tests imposed under
the Code, none of which will be reviewed by us. Accordingly, no assurance can be
given that the actual results of the Company's operations for any taxable year
will satisfy the requirements for the Company to maintain its qualification as a
REIT.


                                     Very truly yours,

                                     /S/ CAHILL GORDON & REINDEL





First Industrial Realty Trust, Inc.
311 South Wacker Drive, Suite 4000
Chicago, Illinois  60606