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                                                                       EXHIBIT 8

                                April 8, 1997



Commercial Net Lease Realty, Inc.
400 E. South Street
Suite 500
Orlando, Florida  32801

Ladies and Gentlemen:

     In connection with the filing of a Registration Statement on Form S-3,
dated April 8, 1997, you have asked us to render an opinion with respect to
the qualification of Commercial Net Lease Realty, Inc. ("CNL Realty") as a real
estate investment trust ("REIT") under sections 856 through 860 of the Internal
Revenue Code.  (Our references herein to "the Code" are to the Internal Revenue
Code of 1986, as amended, with respect to taxable years ending on or after
January 1, 1987, and to the Internal Revenue Code of 1954, as amended, with
respect to taxable years ending on or before December 31, 1986.)(1)

     We have served as special counsel for CNL Realty in connection with the
filing of the Prospectus and the Prospectus Supplement and from time to time in
the past have represented CNL Realty on specific matters as requested by CNL
Realty.  Specifically for the purpose of this opinion, we have examined and
relied upon the following: copies of CNL Realty's Articles of Incorporation and
any amendments thereto; its Federal Forms 1120 for its taxable years 1984
through 1996 (the Form 1120 for taxable year 1996 being in draft) (in which tax
returns we observe that CNL Realty has elected to be treated as a real estate
investment trust); the Registration Statement; the Prospectus; copies of
executed leases covering real property owned by CNL Realty; the Form 10-K filed
on March 20, 1997; and its Form S-11 Registration Statement as filed with the
Securities and Exchange Commission on August 15, 1984.

     We have not served as general counsel to CNL Realty and have not been
involved in decisions regarding the day-to-day operation of CNL Realty and its
properties.  We have, however, discussed the mode of operation of CNL Realty
with its officers with a view to learning






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(1)     All section references herein are to the Code or to the regulations
issued thereunder.
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Commercial Net Lease Realty, Inc.
Smith Barney, et. al.
April 8, 1997
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information relevant to the opinions expressed herein and have received and
relied upon a certificate from CNL Realty with respect to certain matters.

     We have discussed with management of CNL Realty arrangements relating to
the management of its properties, the relationships of CNL Realty with tenants
of such properties, and certain terms of leases of such properties to tenants,
with a view to assuring that at the close of each quarter of the taxable years
covered by this opinion it met the asset composition requirements set forth in
section 856(c)(5), and with a view to assuring that, with respect to years
covered by this opinion, it satisfied the 95%, 75%, and 30% gross income tests
set forth in sections 856(c)(2), (3), and (4), respectively.  We have further
reviewed with management of CNL Realty the requirements that the beneficial
ownership of a REIT be held by 100 or more persons for at least 335/365ths of
each taxable year and that a REIT must satisfy the diversity of ownership
requirements of section 856(h) as such requirements existed in the years
covered by this opinion, and we have been advised by management that at all
times during the years covered by this opinion (and specifically on each record
date for the payment of dividends during 1984 through the date hereof) CNL
Realty has had more than 1,000 shareholders of record, that CNL Realty
maintains the records required by section 1.857-8 of the Treasury Regulations,
that no later than January 30 of each year it sent the demand required by
section 1.857-8(d) of the Treasury Regulations to each shareholder of record
owning one percent or more of the outstanding shares of CNL Realty on the
appropriate date required by said regulation, and that the actual ownership of
CNL Realty shares was such that, to the best knowledge of its management (based
upon responses to the aforesaid demands, any filing of a Schedule 13D under the
Securities Exchange Act of 1934, as amended, or any other sources of
information), CNL Realty satisfied the applicable requirements of section
856(h).  Further, we have examined various property leases and lease
supplements relating to the properties that CNL Realty owns, and although
leases relating to certain properties that CNL Realty owns have not been made
available to us, CNL Realty has represented with respect to such leases that
they do conform in all material respects to a form of lease agreement provided
to us.  On the basis of discussions with management of CNL Realty, we are not
aware that CNL Realty's election to be a REIT has been terminated or challenged
by the Internal Revenue Service or any other party, or that CNL Realty has
revoked its election to be a REIT for any such prior year so as to make CNL
Realty ineligible to qualify as a REIT for the years covered by this opinion.

     In rendering the opinions set forth herein, we are assuming that copies of
documents examined by us are true copies of originals thereof and that the
information concerning CNL Realty set forth in CNL Realty's Federal income tax
returns, and in the Prospectus Supplement, as well as the information provided
us by CNL Realty's management are true and correct.  We have no reason to
believe that such assumptions are not warranted.
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Commercial Net Lease Realty, Inc.
Smith Barney, et. al.
April 8, 1997
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     Based upon the foregoing, we are of the opinion that: (a) CNL Realty was a
"real estate investment trust" as defined by section 856(a) for its taxable
years ended December 31, 1984 through December 31, 1996, and its proposed
method of operation will enable it to meet the requirements for qualification
and taxation as a REIT for its taxable year ending December 31, 1997 and for
all future taxable years, and (b) CNL Realty's wholly owned subsidiaries, Net
Lease Realty I, Inc. and Net Lease Realty II, Inc., were each "qualified REIT
subsidiaries" as defined by section 856(i) for CNL Realty's taxable year ending
December 31, 1996, and their proposed ownership will enable them to meet the
requirements for treatment as qualified REIT subsidiaries for CNL Realty's
taxable year ending December 31, 1997 and for all future taxable years.  With
respect to the 1997 year and all future years, however, we note that CNL
Realty's status as a real estate investment trust at any time is dependent
among other things upon its meeting the requirements of section 856 throughout
the year and for the year as a whole.

     This opinion is based upon the existing provisions of the Code (or
predecessor provisions, as applicable), rules and regulations (including
proposed regulations) promulgated thereunder, and reported administrative and
judicial interpretations thereof, all of which are subject to change, possibly
with retroactive effect.  This opinion is limited to the specific matters
covered hereby and should not be interpreted to imply that the undersigned has
offered its opinion on any other matter.

     We hereby confirm that the statements set forth in the Prospectus
Supplement under the heading "Federal Income Tax Considerations," to the extent
that they constitute matters of law or legal conclusions with respect thereto,
are correct in all material respects.

     We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement.  We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the captions "Federal Income Tax Considerations"  and
"Legal Matters" in the Prospectus Supplement.  In giving such consent, we do
not consider that we are "experts," within the meaning of the term used in the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, with respect to any part of the Prospectus Supplement,
including this opinion as an exhibit or otherwise.
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Commercial Net Lease Realty, Inc.
Smith Barney, et. al.
April 8, 1997
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                                           Very truly yours,
                                           
                                           SHAW, PITTMAN, POTTS & TROWBRIDGE
                                           
                                           
                                           By:   /s/ CHARLES B. TEMKIN, P.C.
                                                 -------------------------------
                                                 Charles B. Temkin, P.C.
