
   
                                   Exhibit 5.1

                                February 6, 1998

Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604

      Re:   Resale Prospectus of up to 3,090,141 Shares of Common Stock of
            Highwoods Properties, Inc. and 1,479,290 Warrants to Purchase Shares
            of Common Stock of Highwoods Properties, Inc.

Ladies & Gentlemen:

      We are acting as counsel for Highwoods Properties, Inc., a Maryland
corporation (the "Company"), in connection with the registration of the offering
on Form S-3, File No. 333-43745 (the "Registration Statement") by the holders
thereof (the "Selling Securityholders") of up to (i) 117,617 shares (the
"Original Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock"); (ii) 2,972,524 shares (the "Redemption Shares") of Common Stock
which shares may be issued by the Company to the extent that holders of up to
2,972,524 limited partnership interests ("Units") in Highwoods/Forsyth Limited
Partnership, a North Carolina limited partnership, exercise their right to
redeem such Units and the Company elects to satisfy such redemption right
through the issuance of Common Stock; (iii) 1,479,290 warrants to purchase
shares of Common Stock (the "Warrants"); and (iv) 1,444,290 shares (the
"Warrants Shares," and together with the Original Shares, the Redemption Shares,
and the Warrants, the "Securities") of Common Stock issuable upon the exercise
of up to 1,444,290 Warrants, which Warrants may be deemed to be held by
affiliates of the Company.

      In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings (the "Resolutions") taken by the Company in
connection with the authorization and issuance of the Securities. In addition,
we have made such legal and factual examinations and inquiries, including an
examination of originals and copies, certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.

      Based upon and subject to the foregoing, it is our opinion that:

      The Company has authority pursuant to its Articles of Incorporation to
issue the Securities, the offering by the Selling Securityholders of which is to
be registered under the Registration Statement and (a) the Original Shares and
the Warrants have been duly authorized and validly issued and are fully paid and
non-assessable and (b) the Redemption Shares and the Warrant Shares, upon
issuance and delivery of and payment for such Redemption Shares and Warrant
Shares in the manner contemplated by the Resolutions and the Registration
Statement, will be duly authorized and validly issued and are fully paid and
non-assessable.

      We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus provided therein.
<PAGE>

                                                               Very truly yours,



                                                               ALSTON & BIRD LLP
                                                          /s/ Robert H. Bergdolt
                                                          ----------------------
                                                     Robert H. Bergdolt, Partner
    
