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                                                                       EXHIBIT 8

                 [LETTERHEAD OF SHAW PITTMAN POTTS & TROWBRIDGE]

                                 March 24, 1998


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

Ladies and Gentlemen:

         On April 8, 1997, Commercial Net Lease Realty, Inc. ("CNL Realty")
filed a registration statement on Form S-3, file number 333-24773 (the
"Registration Statement"), with the Securities and Exchange Commission, which
was declared effective on April 22, 1997. In connection with the filing of a
prospectus supplement on March 25, 1998, 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 (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; the Prospectus Supplement; copies of executed leases covering real
property owned by CNL Realty; the Form 10-K filed on March 18, 1998; 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 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 section 856. 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


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(1/)All section references herein are to the Code or to the regulations issued
thereunder.


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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.

         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, 1997, 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,
1998 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, 1997, and their proposed ownership, as well as
the proposed ownership of two additional wholly owned subsidiaries, Net Lease
Realty III, Inc. and Net Lease Realty IV, Inc., will enable them to meet the
requirements for treatment as qualified REIT subsidiaries for CNL Realty's
taxable year ending December 31, 1998 and for all future taxable years. With
respect to the 1998 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.

                                            Very truly yours,

                                            SHAW, PITTMAN, POTTS & TROWBRIDGE

                                            By:      /s/ Charles B. Temkin, P.C.
                                                     ---------------------------
                                                     Charles B. Temkin, P.C.


