
<PAGE>
EXHIBIT 8.1



                                   May 1, 1998



Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Caroilna 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 the information
in the prospectus included in the Registration Statement regarding the federal
income tax consequences of participation in the Plan (as defined in the
prospectus), to the extent it constitutes matters of law or legal conclusions,
is correct in all material respects.

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 opinion
expressed herein is 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.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

Very truly yours,

ALSTON & BIRD LLP


/S/  ALSTON & BIRD, LLP
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