
<PAGE>

                                                                     EXHIBIT 8.2
                                ALSTON&BIRD LLP
                              One Atlantic Center
                           1201 West Peachtree Street
                          Atlanta, Georgia 30309-3424

                                  404-881-7000
                               Fax: 404-881-4777
Pinney L.
 AllenDirect Dial: 404-881-7000  www.alston.com


                                 June 1, 1998
Highwoods Properties, Inc.
3100 Smoketree Court
Suite 600
Raleigh, North Carolina 27604

Ladies & Gentlemen:

     We have acted as counsel to Highwoods Properties, Inc. ("Highwoods"), a
real estate investment trust ("REIT") organized under the laws of Maryland in
connection with the planned merger (the "Merger") of J.C. Nichols Company
("JCN"), a corporation organized under the laws of Missouri, with and into
Jackson Acquisition Corp. ("Merger Sub"), a corporation organized under the
laws of Maryland and a wholly-owned subsidiary of Highwoods, pursuant to the
Agreement and Plan of Merger (the "Agreement"), dated as of December 22, 1997,
by and among Highwoods, Merger Sub and JCN. In our capacity as counsel to
Highwoods, our opinion has been requested with respect to certain of the
federal income tax consequences of the Merger.

     For purposes of the opinion set forth below, we have relied, with the
consent of Highwoods and JCN, upon the accuracy and completeness of the factual
statements and factual representations (which factual statements and factual
representations we have neither investigated nor verified) contained in the
certificates of the officers of Highwoods and JCN to us dated May 28, 1998, and
May 21, 1998, respectively, attached hereto, and have assumed that such
certificates will be complete and accurate as of the effective date of the
Merger (the "Effective Time"). Our opinion cannot be relied upon if any of the
facts contained in the certificates of the officers of Highwoods or JCN is, or
later becomes, inaccurate.


     In rendering this opinion, we have relied upon the accuracy of the
Registration Statement on Form S-4 filed by Highwoods (the "Registration
Statement") and the Proxy Statement/Prospectus included therein (together, the
"Proxy Statement"). We have also assumed that the transactions contemplated by
the Agreement will be consummated in accordance therewith and as described in
the Proxy Statement and that the Merger will qualify as a statutory merger
under the applicable laws of Maryland and Missouri.

     All capitalized terms used herein without definition shall have the
respective meanings specified in the Agreement, and unless otherwise specified,
all section references herein are to the Code.

     On the basis of the foregoing, and our consideration of such other matters
of fact and law as we have deemed necessary or appropriate, it is our opinion,
under presently applicable federal income tax law, that:

      (i) The Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Code.

      (ii) No gain or loss will be recognized by Highwoods or JCN as a
consequence of the Merger.

     The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. Our opinion is limited to the tax matters specifically
covered herein, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger.



                                  Very truly yours,


                                  ALSTON & BIRD LLP



                                     By: /s/ PINNEY L. ALLEN
--------------------------------------------------------------------------------
                                        Pinney L. Allen, Partner


   SA:sa

                           1211 East Morehead Street
                               P. O. Drawer 34009
                            Charlotte, NC 28234-4009
                                  704-331-6000
                               Fax: 704-334-2014

                        3605 Glenwood Avenue, Suite 310
                               P. O. Drawer 31107
                             Raleigh, NC 27622-1107
                                  919-420-2200
                               Fax: 919-881-3175

                         601 Pennsylvania Avenue, N.W.
                           North Building, 11th Floor
                           Washington, DC 20004-2601
                                  202-756-3300
                               Fax: 202-756-3333
<PAGE>

                          HIGHWOODS PROPERTIES, INC.


                             OFFICER'S CERTIFICATE

     Reference is hereby made to that certain Agreement and Plan of Merger (the
"Agreement") made and entered into as of December 22, 1997, which sets forth
the terms and conditions of the merger (the "Merger") of J.C. Nichols Company
("JCN"), a corporation organized under the laws of Missouri, with and into
Jackson Acquisition Corp. ("Merger Sub"), a corporation organized under the
laws of Maryland and a wholly-owned subsidiary of Highwoods Properties, Inc.
("Highwoods"), a corporation organized under the laws of Maryland. Capitalized
terms used herein without definition shall have the respective meanings
specified in the Agreement, and unless otherwise specified, all section
references herein are to the Internal Revenue Code of 1986, as amended (the
"Code").

     The undersigned hereby certifies that he is a duly elected officer of
Highwoods and in such capacity has access to and knowledge of the information
contained herein, and that each of the following facts and representations are
true, correct, and complete, in all material respects, on the date hereof, and
such facts and representations will be true, correct, and complete, in all
material respects, on the effective date of the Merger (the "Effective Time").
The undersigned further certifies that he has reviewed the Registration
Statement on Form S-4 filed by Highwoods and the Proxy Statement/Prospectus
included therein (together, the "Proxy Statement"), is fully informed with
respect to the Merger, that all facts set forth in the Proxy Statement are true
and accurate, and that the proposed actions described in the Proxy Statement
will be consummated as described therein. The undersigned, on behalf of
Highwoods, submits this certificate to be relied upon by Alston & Bird LLP and
Blackwell Sanders Matheny Weary & Lombardi LLP in delivering their respective
tax opinions with respect to the tax consequences of the Merger.

     1. The fair market value of the Highwoods Common Stock and other
consideration received by each shareholder of JCN will be approximately equal
to the fair market value of the JCN Common Stock surrendered in exchange
therefor.

     2. Taking into account shares of JCN Common Stock exchanged for cash or
other property in the Merger and cash received in lieu of fractional shares of
Highwoods Common Stock, holders of the outstanding shares of JCN Common Stock
immediately prior to the Effective Time will receive in the Merger an amount of
Highwoods Common Stock with a value as of the Effective Time equal to at least
fifty percent (50%) of the total value of all shares of JCN Common Stock
outstanding immediately prior to the Effective Time. For purposes of this
representation, shares of JCN Common Stock held by former holders who receive
cash pursuant to the exercise of their rights of appraisal shall be treated as
outstanding immediately prior to the Effective Time.

     3. Neither Highwoods nor Merger Sub has any plan or intention to sell,
transfer or otherwise dispose of any of the assets of JCN acquired in the
Merger, except for (i) dispositions made in the ordinary course of business,
and (ii) a transfer immediately after the Merger by Merger Sub of all of the
assets of JCN acquired in the Merger (the "JCN assets") to Highwoods pursuant
to the merger of Merger Sub with and into Highwoods, which merger qualifies as
a statutory merger under Maryland law, followed immediately by a contribution
by Highwoods of the JCN assets to Highwoods/Forsyth Limited Partnership, a
North Carolina limited partnership (the "Highwoods Operating Partnership") in
exchange for the number of the common partnership interests in the Highwoods
Operating Partnership (the "Common Units") equal to (a) the number of shares of
Highwoods Common Stock issued in the Merger and (b) the number of Common Units
obtained by dividing the cash component of the Merger consideration by the
value of a share of Highwoods Common Stock as of the Effective Time.

     4. Following the Merger, either Highwoods, Merger Sub, or the Highwoods
Operating Partnership will use at least forty percent (40%) of JCN's historic
assets in a business.

   5. Highwoods owns a 33.33% or greater interest in the Highwoods Operating
   Partnership.

     6. Highwoods and Merger Sub have paid and will pay their respective
expenses, if any, incurred in connection with the merger.

     7. There is no intercorporate indebtedness existing between JCN and
Highwoods or between JCN and Merger Sub that was issued, acquired, or will be
settled at a discount.

     8. None of the compensation received by any shareholder-employees of JCN
will be separate consideration for, or allocable to, any of their shares of JCN
Common Stock; none of the shares of Highwoods Common Stock received by any
shareholder-employees will be separate consideration for, or allocable to, any
employment agreement; and the compensation paid to any shareholder-employees of
JCN will be for services actually rendered, or to be rendered, or will arise
under certain change in control agreements that arise out of an employment
relationship between JCN and the shareholder-employees, which change in control
agreements are more fully described in the Proxy Statement/Prospectus filed by
JCN in connection with the Merger.
<PAGE>

     9. Merger Sub is not an investment company. For purposes hereof, an
"investment company" is a corporation that is a regulated investment company, a
real estate investment trust, or a corporation fifty percent (50%) or more of
the value of whose total assets are stock and securities and eighty percent
(80%) or more of the value of whose total assets are assets held for
investment. In making the fifty percent (50%) and eighty percent (80%)
determinations under the preceding sentence, stock and securities in any
subsidiary corporation shall be disregarded and the parent corporation shall be
deemed to own its ratable share of the subsidiary's assets, and a corporation
shall be considered a subsidiary if parent owns fifty percent (50%) or more of
the combined voting power of all classes of stock entitled to vote or fifty
percent (50%) or more of the total value of shares of all classes of stock
outstanding.

     10. Although Highwoods is an investment company, Highwoods meets the
requirements of Section 368(A)(2)(F)(i) of the Code in that it is an real
estate investment trust.

     11. None of (i) Highwoods, (ii) any member of Highwoods' affiliated group
as defined in Section 1504 of the Code without regard to Section 1504(b) of the
Code (including but not limited to Merger Sub) (iii) any corporation in which
at least fifty percent (50%) of the total combined voting power of all classes
of stock entitled to vote or at least fifty percent (50%) of the value of all
classes of stock is owned directly or indirectly by Highwoods, or (iv) any
entity that is treated as a partnership for federal income tax purposes and has
as an owner a corporation described in (i), (ii) or (iii) of this paragraph has
the intent to, at the time of the Merger, or shall, in a transaction that may
be considered in connection with the Merger, acquire or redeem (directly or
indirectly) any shares of Highwoods Common Stock issued in connection with the
Merger, except for repurchases by Highwoods of a small percentage of its stock
in the open market as part of an ongoing stock repurchase program not created
or modified in any way in connection with the Merger. For purposes hereof, an
entity described in (ii), (iii), or (iv) shall be referred to as a Highwoods
Related Party. An entity will be treated as a Highwoods Related Party if the
requisite relationship exists immediately before or immediately after the
acquisition or redemption. In addition, an entity (other than JCN or any JCN
Related Party) will be treated as a Highwoods Related Party if the requisite
relationship is created in connection with the Merger. A JCN Related Party
means any corporation in which at least fifty percent (50%) of the total
combined voting power of all classes of stock entitled to vote or at least
fifty percent (50%) of the value all classes of stock is owned directly or
indirectly by JCN.

     12. None of Highwoods, Merger Sub or any other Highwoods Related Party has
at any time owned (directly or indirectly) any JCN stock during the three (3)
year period ending at the Effective Time.

     13. Merger Sub has been newly formed as a Maryland corporation solely for
the purpose of the Merger and all of its stock has been since inception wholly
owned by Highwoods. Following the Merger, Merger Sub will not issue any
additional shares of its stock to any person other than Highwoods.

     14. Following the Merger, at all times during the existence of Merger Sub,
Highwoods will not sell or otherwise transfer any of the shares of Merger Sub
that it owns, other than a transfer pursuant to the merger of Merger Sub with
and into Highwoods which occurs immediately after the Merger.

     15. The payment of cash to shareholders of JCN in lieu of fractional
shares of Highwoods Common Stock will not be a separately bargained for
consideration, but will be undertaken solely for the purpose of avoiding the
expense and inconvenience of issuing and transferring fractional shares, and
the total cash consideration that will be paid to the JCN's shareholders in
lieu of fractional shares of Highwoods Common Stock will represent less than
one percent (1%) of the total consideration issued in the Merger.

   16. The Agreement represents the entire understanding of JCN, Merger Sub
   and Highwoods with respect to the Merger.

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this 28th day of May, 1998.



                            HIGHWOODS PROPERTIES, INC.

CORPORATE SEAL              By: /s/     MACK D. PRIDGEN, III
                                ------------------------------------------------

                            Name: Mack D. Pridgen, III
                                  ----------------------------------------------

                            Title: Vice President and General Counsel
                                   ---------------------------------------------

                                       2
<PAGE>

                             J.C. NICHOLS COMPANY


                             OFFICER'S CERTIFICATE

     Reference is hereby made to that certain Agreement and Plan of Merger (the
"Agreement") made and entered into as of December 22, 1997, which sets forth
the terms and conditions of the merger (the "Merger") of J.C. Nichols ("JCN"),
a corporation organized under the laws of Missouri, with and into Jackson
Acquisition Corp. ("Merger Sub"), a corporation organized under the laws of
Maryland and a wholly-owned subsidiary of Highwoods Properties, Inc.
("Highwoods"), a corporation organized under the laws of Maryland. Capitalized
terms used herein without definition shall have the respective meanings
specified in the Agreement, and unless otherwise specified, all section
references herein are to the Internal Revenue Code of 1986, as amended (the
"Code").

     The undersigned hereby certifies that he is a duly elected officer of JCN
and in such capacity has access to and knowledge of the information contained
herein, and that each of the following facts and representations are true,
correct, and complete, in all material respects, on the date hereof, and such
facts and representations will be true, correct, and complete, in all material
respects, on the effective date of the Merger (the "Effective Time"). The
undersigned further certifies that he has reviewed the Registration Statement
on Form S-4 filed by Highwoods and the Proxy Statement/Prospectus included
therein (together, the "Proxy Statement"), is fully informed with respect to
the Merger, that all facts set forth in the Proxy Statement are true and
accurate, and that the proposed actions described in the Proxy Statement will
be consummated as described therein. The undersigned, on behalf of JCN, submits
this certificate to be relied upon by Alston & Bird LLP and Blackwell Sanders
Matheny Weary & Lombardi LLP in delivering their respective tax opinions with
respect to the tax consequences of the Merger.

   1. The fair market value of the Highwoods Common Stock and cash received by
each shareholder of JCN will be approximately equal to the fair market value of
the JCN Common Stock surrendered in exchange therefor.

   2. Other than cash paid to former shareholders of the JCN who dissent from
the Merger and perfect their rights of appraisal, neither JCN nor any
corporation in which at least fifty percent (50%) of the total combined voting
power of all classes of stock entitled to vote or at least fifty percent (50%)
of the value of all classes of stock is or was owned directly or indirectly by
JCN ("JCN Related Party") has redeemed or acquired any JCN stock prior to the
Merger in a transaction that may be considered in connection with the Merger,
except as set forth on the schedule attached hereto.

   3. During the three (3) year period prior to the Merger, neither JCN nor any
JCN Related Party declared or paid any dividends with respect to the outstanding
JCN Common Stock.

   4. The liabilities of JCN assumed in the Merger and the liabilities to which
the transferred assets of JCN are subject were incurred by JCN in the ordinary
course of its business.

   5. JCN and the shareholders of JCN will pay their respective expenses, if
any, incurred in connection with the transaction.

   6. There is no intercorporate indebtedness existing between JCN and Highwoods
or between JCN and Merger Sub that was issued, acquired, or will be settled at a
discount.

   7. JCN is not under the jurisdiction of a court in a case under Title 11 of
the United States Code or a receivership, foreclosure, or similar proceeding in
a federal or state court.

   8. The fair market value of the assets of JCN to be transferred in the Merger
will equal or exceed the sum of the liabilities assumed in the Merger plus the
amount of the liabilities, if any, to which the transferred assets are subject.

   9. None of the compensation received, or to be received, by any
shareholder-employees of JCN will be separate consideration for, or allocable
to, any of their shares of JCN Common Stock; none of the shares of Highwoods
Common Stock received by any shareholder-employees will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employees of JCN will be for services
actually rendered, or to be rendered, and will be commensurate with amounts paid
to third parties bargaining at arm's length for similar services.

   10. JCN is not an investment company. For purposes of the foregoing, an
"investment company" is a corporation that is a regulated investment company, a
real estate investment trust, or a corporation fifty percent (50%) or more of
the value of whose total assets are stock and securities and eighty percent
(80%) or more of the value of whose total assets are assets held for investment.
In making the fifty percent (50%) and eighty percent (80%) determinations under
the preceding sentence, stock and securities in any subsidiary corporation shall
be disregarded and the parent corporation shall be deemed to
<PAGE>

own its ratable share of the subsidiary's assets, and a corporation shall be
considered a subsidiary if the parent owns fifty percent (50%) or more of the
combined voting power of all classes of stock entitled to vote or fifty percent
(50%) or more of the total value of shares of all classes of stock outstanding.
 

   11. The Agreement represents the entire understanding of JCN, Merger Sub and
Highwoods with respect to the Merger.

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this 21st day of May, 1998.



                                       J.C. NICHOLS COMPANY


CORPORATE SEAL                              /s/ Mark A. Peterson
                                      By: -------------------------------------

                                            Mark A. Peterson
                                     Name: -------------------------------------


                                             Chief Financial Officer
                                     Title: ------------------------------------
                                         



                                       2
<PAGE>

                                    SCHEDULE

     In December 1997, J. C. Nichols redeemed 11,848 shares of common stock in
connection with the exercise of a stock option for 25,000 shares by an officer
of the Company. The shares redeemed were used to pay income taxes on behalf of
the officer.


                                       3

