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May 1, 1998



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

Ladies and Gentlemen:

This opinion is furnished in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of 2,000,000 shares
(the "Shares") of common stock, par value $.01 per share, of Highwoods
Properties, Inc., a Maryland corporation (the "Company").

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 opinions
contained herein. Where we have considered it appropriate, as to certain facts
we have relied, without investigation or analysis of any underlying data
contained therein, upon certificates of officers or other appropriate
representatives of the Company.

We express no opinion concerning any matter respecting or affected by any laws
other than laws that a lawyer in North Carolina exercising customary
professional diligence would reasonably recognize as being directly applicable
to the Company.

Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, we are of the opinion that when the Shares
have been issued in accordance with the terms of the Prospectus, the Shares will
be legally issued, fully paid and non-assessable shares.

The foregoing assumes that all requisite steps will be taken to comply with the
requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.

This opinion letter is delivered solely for your benefit in connection with the
registration of the Shares under the Securities Act and may not be used or
relied upon by any other person or for any other purpose without our prior
written consent in each instance. 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.



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We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus.

Very truly yours,

ALSTON & BIRD LLP

                                     /S/ Robert H. Bergdolt
                                     ----------------------------
                                     Robert H. Bergdolt, Partner

