
<PAGE>

                                                                     Exhibit 8.3

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


                                  404-881-7000
                               Fax: 404-881-4777
                                www.alston.com


      Pinney L. Allen                                Direct Dial: 404-881-7485



                                 June 1, 1998

Highwoods Properties, Inc.
3100 Smoketree Court, Suite 600

Raleigh, North Carolina 27604

Ladies and Gentlemen:

     In connection with the Form S-4, File No. 333-   , as in the form filed on
June 1, 1998, relating to the planned merger of J.C. Nichols Company, a
corporation organized under the laws of Missouri, with and into Jackson
Acquisition Corp., a corporation organized under the laws of Maryland and a
wholly-owned subsidiary of Highwoods Properties, Inc. (the "Company"), (the
"Registration Statement"), you have requested our opinion concerning certain of
the federal income tax consequences to the Company of its election to be taxed
as a real estate investment trust ("REIT") under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended (the "Code").

     This opinion is based solely on various facts and factual assumptions as
set forth in the Registration Statement and is conditioned upon certain
representations made by the Company as to factual matters through certificates
of officers of the Company (the "Officers' Certificates") attached hereto and
made a part hereof. We have made no independent inquiry as to the factual
matters set forth herein. In addition, we have examined no documents other than
the Registration Statement for purposes of this opinion and, therefore, our
opinion is limited to matters determined through an examination of such document
and the factual matters set forth in the Officers' Certificates.

     In rendering the opinions set forth herein, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.

     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any other jurisdiction, the laws of any state or as to any
matters of municipal law or the laws of any other local agencies within any
state.


<TABLE>
<S>                           <C>                        <C>
1211 East Morehead Street      3605 Glenwood Avenue      601 Pennsylvania Avenue, N.W.
     P.O. Drawer 34009           P.O. Drawer 31107         North Building, Suite 250
 Charlotte, NC 28234-4009     Raleigh, NC 27622-1107       Washington, DC 20004-2601
        704-334-2014               9190420-2200                   202-508-3300
     Fax: 704-334-2014           Fax: 919-881-3175             Fax: 202-508-3333
</TABLE>


<PAGE>

     Based solely on the facts in the Registration Statement and the facts set
forth in the Officers' Certificates, we are of the opinion that the Company has
been organized and has operated in conformity with the requirements for
qualification and taxation as a REIT under the Code for its taxable years ended
December 31, 1994 through 1997, and that the Company is in a position to
continue its qualification and taxation as a REIT within the definition of
Section 856(a) of the Code for the taxable year that will end December 31, 1998.
With respect to 1998, we note that the Company's status as a REIT at any time
during such year is dependent, among other things, upon the Company meeting the
requirements of Sections 856 through 860 of the Code throughout the year and for
the year as a whole. Accordingly, because the Company's satisfaction of such
requirements will depend upon future events, including the precise terms and
conditions of proposed transactions, the final determination of operational
results, and the effect of certain provisions contained in the President's
Budget Proposal for the Fiscal Year 1999 on the Company's REIT status, it is not
possible to assure that the Company will satisfy the requirements to be a REIT
during the taxable year that will end December 31, 1998.

     In addition, we have participated in the preparation of the material under
the heading "Federal Income Tax Considerations" of the Registration Statement
and we are of the opinion that the federal income tax treatment described
therein is accurate in all material respects.

     This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement or
in the Officers' Certificates may affect the opinions stated herein.

     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 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 Registration Statement.

                               Very truly yours,

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

PLA:MMH
<PAGE>

                                  CERTIFICATE

     I, CARMAN J. LIUZZO, in my capacity as Vice-President, Chief Financial
Officer, and Treasurer of Highwoods Properties, Inc. (the "Company"), do hereby
certify, to the best of my knowledge and belief after making appropriate
inquiries with respect to all matters set forth below, as follows:

   1. That I am a Vice-President, Chief Financial Officer, and Treasurer of the
Company;

   2. That in such capacity, I have access to relevant information regarding
each of the factual matters set forth below;

   3. That for purposes of this Certificate, "Registration Statement" means the
Form S-4, File No. 333- , as in the form filed on June 1, 1998, relating to the
planned merger of J.C. Nichols Company, a corporation organized under the laws
of Missouri, with and into Jackson Acquisition Corp., a corporation organized
under the laws of Maryland and a wholly-owned subsidiary of the Company;

   4. That the description of the Company, its properties, and its method of
operation contained in the Registration Statement is accurate and complete in
all material aspects with respect to this opinion; and

   5. That the Company will undertake to advise you of any change in the
representations made herein for so long as the Registration Statement referred
to above remains in effect.

     The foregoing Certification is provided to Alston & Bird LLP in connection
with rendering an opinion regarding the qualification of the Company as a real
estate investment trust and may not be relied upon for any other purpose or by
any other party. It is understood that such opinion is limited to the factual
matters revealed pursuant hereto and other materials provided to them and that
to the extent required, I have asked questions of the appropriate individuals
to confirm the foregoing answers, and to the best of my knowledge and belief
such answers are true, correct, and complete and in no way are misleading.

June 1, 1998

                          /s/  CARMAN J. LIUZZO
                          --------------------------------------------------
                          CARMAN J. LIUZZO
                          Vice-President, Chief Financial
                          Officer, and Treasurer
                          Highwoods Properties, Inc.
<PAGE>

                                  CERTIFICATE

     I, MACK D. PRIDGEN, III, in my capacity as Vice-President and General
Counsel of Highwoods Properties, Inc. (the "Company"), do hereby certify, to
the best of my knowledge and belief after making appropriate inquiries with
respect to all matters set forth below, as follows:

     1. That I am a Vice-President and the General Counsel of the Company and I
am licensed to practice law in the state of North Carolina;

   2. That in such capacity, I have access to relevant information regarding
   each of the factual matters set forth below;

     3. That for purposes of this Certificate,

       (a)  "Affiliated Partnerships" means AP-GP Southeast Portfolio Partners,
L.P., Highwoods/Tennessee Holdings, L.P., AP Southeast Portfolio Partners,
L.P., Highwoods/Florida Holdings, L.P., Pinellas Northside Partners, Ltd.,
Interstate Business Park, Ltd., Pinellas Bay Vista Partners, Ltd., Pinellas
Pinebrook Partners, Ltd., Downtown Clearwater Tower, Ltd., BDBP, Ltd., Cross
Bayou, Ltd., and SISBROS, Ltd., collectively;

       (b)  "Code" means the Internal Revenue Code of 1986, as amended;

       (c)  "Easton-Babcock Transaction" means the proposed transaction that
will occur pursuant to (1) the Master Acquisition Agreement, dated February 9,
1998, by and among Highwoods Properties, Inc., Highwoods/Forysth Limited
Partnership, the Easton-Babcock Partnerships (as defined in the Agreement), the
Easton-Babcock Corporations (as defined in the Agreement), Calvin H. Babcock,
and Edward W. Easton, and (2) the Contribution and Exchange Agreement, dated
February 9, 1998, by and between Highwoods/Forysth Limited Partnership and
International Place Associates IV, Ltd.;

       (d)  "Foreclosure Property" means real property (including interests in
real property), and any personal property incident to such real property,
acquired by the real estate investment trust as a result of such trust having
bid in such property at foreclosure, or having otherwise reduced such property
to ownership or possession by agreement or process of law, after there was
default (or default was imminent) on a lease of such property or on an
indebtedness that such property secured;

       (e)  "Highwoods Services" means Highwoods Services, Inc., a North
Carolina corporation, the equity ownership of which is owned 99% by
Highwoods/Forsyth Limited Partnership and .5% each by Ronald P. Gibson and
Edward J. Fritsch;

       (f)  "Independent Contractor" means any person who does not own,
directly or indirectly, more than 35% of the shares in the REIT, and, if such
person is a corporation, not more than 35% of the total combined voting power
of whose stock (or 35% of the total shares of all classes of whose stock), or,
if such person is not a corporation, not more than 35% of the interest in whose
assets or net profits is owned, directly or indirectly, by one or more persons
owning 35% or more of the shares in the REIT;

       (g)  "J.C. Nichols Transaction" means the proposed merger of J.C.
Nichols Company with and into Jackson Acquisition Corp., a wholly-owned
subsidiary of the Company, that will be consummated pursuant to the terms and
conditions set forth in the Agreement and Plan of Merger, dated December 22,
1997, by and among Highwoods Properties, Inc., Jackson Acquisition Corp., and
J.C. Nichols Company;

       (h)  "Operating Partnership" means Highwoods/Forsyth Limited
Partnership, a North Carolina partnership of which the Company is the sole
general partner with an approximate 83% ownership interest, including a 1%
general partnership interest and an 82% limited partnership interest, and
various others (including officers and directors of the Company) are the
remaining limited partners with an approximate 17% aggregate interest;

       (i)  "Operating Partnership Agreement" means the First Amended and
Restated Agreement of Limited Partnership of Highwoods/Forsyth Limited
Partnership, dated June 14, 1994, as amended;

       (j)  "Prohibited Transaction" means a sale or other disposition of
property, other than foreclosure property, that is stock in trade of the
taxpayer or other property of a kind which would properly be included in the
inventory of the taxpayer if on hand at the close of the taxable year, or
property held by the taxpayer primarily for sale to customers in the ordinary
course of trade or business;

       (k)  "Qualified REIT Subsidiary" means (1) any corporation in which a
real estate investment trust owned stock during any taxable year ended on or
before December 31, 1997, if 100% of the stock of such corporation was held by
the real estate investment trust at all times during the period such
corporation was in existence and (2) any corporation in which a real estate
investment trust may own stock after the taxable year ended December 31, 1997,
if 100% of the stock of such corporation is held by the real estate investment
trust;
<PAGE>

       (l)  "Real Estate Assets" means real property (including interests in
real property and interests in mortgages on real property) and shares (or
transferable certificates of beneficial interest) in other entities qualifying
to be taxed as real estate investment trusts;

       (m)  "Registration Statement" means the Form S-4, File No. 333-     , as
in the form filed on June 1, 1998, relating to the planned merger of J.C.
Nichols Company, a corporation organized under the laws of Missouri, with and
into Jackson Acquisition Corp., a corporation organized under the laws of
Maryland and a wholly-owned subsidiary of the Company;

       (n)  "REIT" means a real estate investment trust;

       (o)  "REIT Election" means an election to be taxed as a REIT under Code
Section 856(c)(1); and

       (p)  "Service" means the Internal Revenue Service;

     4. That I have consulted with other employees and officers of the Company
regarding the matters set forth below and such persons have agreed in all
respects with the representations made below;

     5. That, except as otherwise noted, all representations made below are
true and complete for each of the taxable years ended December 31, 1994,
through December 31, 1997, and through the date hereof; and that I have no
reason to believe that such representations will not continue to be true for
the taxable year that will end December 31, 1998;

     6. That the Company has operated and will continue to operate in
accordance with Maryland law, its articles of incorporation, and its bylaws and
in accordance with the statements and representations made in the Registration
Statement;

     7. That the Operating Partnership has operated and will continue to
operate in accordance with North Carolina law, the Operating Partnership
Agreement, and the statements and representations made in the Registration
Statement;

     8. That I am a licensed attorney familiar with the requirements for
qualification as a REIT under applicable provisions of the Code, that all such
requirements have been satisfied for the Company's taxable years ended December
31, 1994, through December 31, 1997 (except for the election to be taxed as a
REIT for the taxable year ended December 31, 1997, which will be made on the
federal income tax return for such taxable year as noted in Item 9 below); that
I have no reason to believe that such requirements will not continue to be
satisfied in the taxable year that will end December 31, 1998; and that I have
exercised ordinary business care and prudence to attempt to satisfy such
requirements and I have advised Alston & Bird LLP of any matter of which I am
aware that could cause reason for concern as to whether those requirements have
been or will be satisfied;

     9. That the Company filed an election to be taxed as a REIT with its tax
return for the period ended December 31, 1994, and has not taken any action to
terminate such election; that the Company will continue such election for the
period ended December 31, 1997, and has not taken any action to prevent such
election; that I have no reason to believe that the Company will not continue
such election or that it will take any action to terminate such election for the
period that will end December 31, 1998; and that the Company has received no
notification formally or informally from the Service or any other person that
such election may not be valid or has been revoked or withdrawn in any respect;

     10. That the Company is and will continue to be managed by one or more of
its directors who have exclusive authority over the management of the Company,
the management of its officers, and the management and disposition of the
Company's property;

     11. That the beneficial ownership of the Company is and will continue to
be evidenced by transferable shares; and that there are no restrictions on the
transferability of such shares either in the Articles of Incorporation or in
any agreement to which the Company is a party, other than the restrictions set
forth in the Articles of Incorporation that permit the directors to redeem
shares or refuse to transfer shares in any case where such directors, in good
faith, believe that a failure to redeem or that a transfer of shares would
result in the loss of the Company's REIT status;

     12. That the Company has been a domestic corporation during its entire
existence;

     13. That the Company has not been, is not, and will not be (i) a bank, a
mutual savings bank, a cooperative bank, a domestic building and loan
association or other savings institution, a small business investment company
operating under the Small Business Investment Act of 1958, or a corporation
created under state law for the purpose of promoting, maintaining, and
assisting the economy within a state by making loans, or (ii) an insurance
company;

     14. That at no time during the last half of any taxable year for which a
REIT election has been made or during the taxable year ended December 31, 1997,
for which a REIT election will be made has more than 50% of the value of the
<PAGE>

Company's outstanding stock been beneficially owned by five or fewer
individuals, taking into consideration the applicable attribution rules, which
generally apply a look-through provision to determine constructive stock
ownership; and that the Company will take all measures within its control to
ensure that, at no time during the last half of any taxable year for which a
REIT election will be made will more than 50% of the value of the Company's
outstanding stock be beneficially owned by or for five or fewer individuals;

     15. That the record and beneficial ownership of the Company has been and
will be held by 100 or more persons;

     16. That at least 95% of the gross income derived by the Company
(including the income derived through its ownership of the Operating
Partnership and the Affiliated Partnerships) in all taxable years consisted of:
(i) amounts derived from rental of real property, including rents attributable
to personal property as described in representation (20) below and including
charges for services customarily furnished or rendered in connection with the
rental of such real property, whether or not such charges are separately
stated, but excluding rents received from parties in which the Company owns 10%
or more of the vote or value of equity ownership of such party and excluding
amounts received or accrued with respect to any real or personal property if
the Company furnishes noncustomary services to the tenants or manages or
operates such property other than through an independent contractor from which
neither the Company nor the Partnership derives any form of income; (ii)
interest; (iii) gain realized upon the sale of all or a portion of a Real
Estate Asset that is not a Prohibited Transaction; (iv) dividends; (v)
abatements and refunds of tax; (vi) income and gain from Foreclosure Property;
and (vii) amounts for making loans by secured properties or to purchase or
lease real property; and that I have no reason to believe that such 95% gross
income test will not continue to be met for the taxable year that will end
December 31, 1998;

     17. That at least 75% of the gross income derived by the Company
(including the income derived through its ownership of the Operating
Partnership and the Affiliated Partnerships) in all taxable years consisted of:
(i) amounts derived from rental of real property, including rents attributable
to personal property as described in representation (20) below and including
charges for services customarily furnished or rendered in connection with the
rental of such real property, whether or not such charges are separately
stated, but excluding rents received from parties in which the Company owns 10%
or more of the vote or value of equity ownership of such party and excluding
amounts received or accrued with respect to any real or personal property if
the Company furnishes noncustomary services to the tenants or manages or
operates such property other than through an independent contractor from which
neither the Company nor the Partnership derives any form of income; (ii)
interest on obligations secured by mortgages on real property or on interests
in real property; (iii) gain realized upon the sale of all or a portion of the
real property; (iv) abatements and refunds of property tax; (v) income and gain
derived from Foreclosure Property; (vi) amounts for agreeing to make loans
secured by real property or to purchase or lease real property; and (vii) gain
from the sale or disposition of a Real Estate Asset that is not a Prohibited
Transaction; and that I have no reason to believe that such 75% gross income
test will not continue to be met for the taxable year that will end December
31, 1998;

     18. That less than 30% of the gross income of the Company (including the
income derived through its ownership of the Operating Partnership and the
Affiliated Partnerships) in all taxable years was derived from (i) the sale or
other disposition of stock or securities held for less than one year; (ii)
property in a transaction that is a Prohibited Transaction; and (iii) real
property (including interests in real property and interests in mortgages on
real property) held for less than four years other than property compulsorily
or involuntarily converted and property that is Foreclosure Property;

     19. That the Company, the Operating Partnership and the Affiliated
Partnerships, have not entered into and will not enter into any lease,
agreement, or other arrangement in connection with the rental of real property
under which any amount payable to the Company, the Operating Partnership, or
the Affiliated Partnerships depends or will depend in whole or in part on the
income or profits derived from any tenant (or sub-tenant) of such real property
(except that such an amount may be based on a fixed percentage or percentages
of gross receipts or sales);

     20. That (i) less than 15% of the rent received or accrued from any lease
of real property has been and will be attributable to personal property; (ii)
any such personal property has been and will be leased under or in connection
with a lease of the real property; and (iii) no personal property owned by the
Company or the Operating Partnership at any time has had or will have
significant value in excess of its adjusted basis for federal income tax
purposes;

     21. That for purposes of Items 16 and 17 above, "rent" does not include
rent received for any real property directly or indirectly from any person in
which the Company owns (i) in the case of a corporation, 10% or more of the
total combined voting power of all classes of stock entitled to vote, or 10% or
more of the total number of shares of all classes of stock; or (ii) in the case
of an entity other than a corporation, an interest of 10% or more in the assets
or net profits of such entity; (for purposes of this representation, ownership
is determined by taking into account the attribution rules, which generally
apply a look-through provision to determine constructive stock ownership);
<PAGE>

     22. That the fair market value of any real property (or, with respect to
any construction loan, the fair market value of the land plus the reasonably
estimated cost of the improvements other than personal property) securing a
note, determined at the time the Company became bound to make the loan, is
equal to or exceeds the amount of the loan;

     23. That no interest (including interest on obligations secured by
mortgages on real property or interests in real property) received or accrued,
directly or indirectly, by the Company, its Qualified REIT Subsidiaries, the
Operating Partnership, or the Affiliated Partnerships has been or will be
determined in whole or in part by reference to the income or profits derived by
any person;

     24. That neither the Company, its Qualified REIT Subsidiaries, the
Operating Partnership, nor the Affiliated Partnerships have owned any
Foreclosure Property (other than property the income from which would not cause
the statements contained in Items 16 and 17 above to no longer be true).

     25. That the Company has reviewed and will continue to review all leases
for each property to ensure that such leases conform with all REIT
requirements;

     26. For taxable years prior to 1998, that neither the Company, the
Operating Partnership, nor the Affiliated Partnerships, have provided or will
provide any services to any tenant other than services that would be considered
customarily furnished or rendered in connection with the rental of real
property, such as the furnishing of water, heat, lights, trash collection, and
maintenance of common areas; for taxable years beginning after December 31,
1997, that neither the Company, the Operating Partnership, nor the Affiliated
Partnerships have provided or will provide services that would generate
impermissible service income in an amount that exceeds 1% of all amounts
received or accrued during the taxable year, directly or indirectly, by the
Company with respect to such property, with the amount treated as received or
accrued by the Company for such impermissible services not being less than 150%
of the direct cost of the Company in furnishing or rending such services (for
purposes of this representation, impermissible service income means any amount
received or accrued directly or indirectly by the Company for services furnished
or rendered by the Company to the tenants or its property or for managing or
operating such property, unless (i) such services, management, or operations are
provided through an independent contractor or (ii) such services are customarily
furnished or rendered in connection with the rental of real property, such as
the furnishing of water, heat, lights, trash collection and maintenance of
common areas);


     27. That no Independent Contractor providing management and operating
functions for either the Company, the Operating Partnership, or the Affiliated
Partnerships, or any of their properties has any ownership interest in the
Company in excess of 35%;

     28. That at the close of each quarter of any taxable year that the Company
has made or will make a REIT election, at least 75% of the total combined value
of its assets, including its proportionate share of the assets of the Operating
Partnership and the Affiliated Partnerships, has or will consist of Real Estate
Assets, cash and cash items (including receivables), and government securities;


     29. That at the close of each quarter of any taxable year that the Company
has made or will make a REIT election not more than 25% of the value of the
Company's total assets (including those assets owned indirectly through the
Operating Partnership or the Affiliated Partnerships) has been or will be
represented by securities (other than government securities) for purposes of
this calculation limited in respect of any one issuer to an amount not greater
in value than 5% of the value of the total assets of the Company and to not
more than 10% of the outstanding voting securities of such issuer;

     30. That the Company's pro rata share of the value of the securities of
Highwoods Services has not exceeded 5% of the total value of the Company's
assets at the end of any calendar quarter; that 99% of the voting stock of
Highwoods Services is owned by Ronald P. Gibson and Edward J. Fritsch; that the
Company has no informal or formal agreement with Highwoods Services or the
other shareholders of Highwoods Services regarding the voting of the Highwoods
Services stock; and that the stock owned by Ronald P. Gibson and Edward J.
Fritsch is not subject to any voting or purchase agreement that effectively
would deny such individuals of the economic rights of such stock;

     31. That the Company, the Operating Partnership, and the Affiliated
Partnerships have held and hold all real property and all other assets for
investment purposes and not as (i) stock in trade or other property of a kind
which would properly be includible in inventory if on hand at the close of the
taxable year, or (ii) property held primarily for sale to customers in the
ordinary course of the trade or business of the Operating Partnership or the
Company;

     32. That for each taxable year for which a REIT election has been or will
be made the Company has distributed or will distribute an amount equal to or
exceeding the sum of 95% of the Company's real estate investment trust taxable
income for such taxable year, determined without regard for the deduction for
dividends paid and by excluding any net capital gain, and 95% of the excess of
the net income from Foreclosure Property over the tax imposed on such income,
reduced by, any excess noncash income;

     33. That, in each taxable year for which a REIT election has been or will
be made, the dividends paid by the Company on the Company's common stock were
made pro rata, with no preference to any share of the common stock as compared
with other such shares;

     34. That for each taxable year for which a REIT election has been or will
be made the Company has and will (i) maintain stock records that disclose
actual ownership of the Company's outstanding stock, and (ii) within 30 days of
each
<PAGE>

taxable year end, demand a written statement from shareholders of record of five
percent or more of the Company for the purpose of disclosing actual ownership;



     35. That the Company has at all times adopted and will continue to use a
calendar year accounting period;

     36. That other than the direct ownership of the stock in Highwoods/Florida
GP Corp., Highwoods Realty GP Corp., Highwoods/Tennessee Properties, Inc.,
Jackson Acquisition Corporation, Florida Transition Co. II, Garcia Property
Management, Inc., Westshore Square, Inc., and Garcia, Meyers Co., and the
indirect ownership of stock in Highwoods Services and its subsidiaries,
Southeast Realty Options Corp. and PSC Acquisition Corporation (which is owned
through RC One LLC), the Company has owned no stock or other voting securities
in any corporation (including mutual funds) at the close of any quarter of any
taxable year ended on or before December 31, 1997, or as of the date hereof;

     37. That each of Highwoods/Florida GP Corp., Highwoods Realty GP Corp.,
Highwoods/Tennessee Properties, Inc., Jackson Acquisition Corporation, Florida
Transition Co. II, Garcia Property Management, Inc., Westshore Square, Inc.,
and Garcia, Meyers Co. is a Qualified REIT Subsidiary;

     38. That the stock of Garcia Property Management, Inc. was acquired for
cash by Company; and that, at the time of such transaction, Garcia Property
Management, Inc. was a Subchapter S corporation and had no accumulated
Subchapter C earnings and profits;

     39. That the stock of Garcia, Meyers Co. was acquired for cash by the
Company; and that, at the time of such transaction, Garcia, Meyers Co. was a
Subchapter S corporation and had no accumulated Subchapter C earnings and
profits;

     40. That the stock of Westshore Square, Inc. was acquired for cash by the
Company; and that, at the time of such transaction, Westshore Square, Inc. was
a Subchapter S corporation and had no accumulated Subchapter C earnings and
profits;

     41. That the Operating Partnership and the Affiliated Partnerships are the
only partnerships in which the Company has held a direct or indirect interest
at the close of any quarter of any taxable year ended on or before December 31,
1997, or as of the date hereof; that each of these partnerships were formed as
partnerships under the laws of the applicable states; that Shockoe Plaza LLC,
which is owned 99% by the Operating Partnership and 1% by Highwoods Services,
and RC One LLC, which is owned 100% by Highwoods Services, were formed as
limited liability companies under the laws of the applicable states and elected
to be treated as partnerships for federal income tax purposes; that all such
partnerships (including Shockoe Plaza LLC and RC One LLC) have made no election
to be treated as a corporation or any other type of entity for federal income
tax purposes; and that the Company has received no notification formally or
informally from the Service or any other person challenging the status of any
of these entities as a partnership for federal income tax purposes;

     42. That the Company is conducting due diligence and I have no reason to
believe that the Easton-Babcock Transaction or the ownership of any of the
properties acquired directly or indirectly thereby will cause the Company to
fail to satisfy any of the matters set forth in this Certificate or to fail to
qualify as a REIT in the taxable year that will end December 31, 1998;

     43. That the Company is conducting due diligence and I have no reason to
believe that the J.C. Nichols Transaction or the ownership of any of the
properties acquired directly or indirectly thereby will cause the Company to
fail to satisfy any of the matters set forth in this Certificate or to fail to
qualify as a REIT in the taxable year that will end December 31, 1998;

     44. That the Company is not a party to any stock or asset purchase
agreement, including any plan of merger or reorganization, that will cause the
Company to fail to satisfy any of the matters set forth in this Certificate or
to fail to qualify as a REIT in the taxable year that will end December 31,
1998;

     45. That the Company has filed timely income tax returns in each year of
its existence and has not included any information in such returns due to fraud
with an intent to evade taxes;

     46. That the Company's ownership interests in the Operating Partnership
and its other directly or indirectly held subsidiaries (the "Subsidiaries") are
held free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity;

     47. That the Company will undertake to advise you of any change in the
representations made herein for so long as the Registration Statement referred
to above remains in effect; and

     48. That, in rendering an opinion in connection with the Registration
Statement, Alston & Bird is entitled to rely on the factual representations set
forth in previous Officer's Certificates to the extent that such
representations are not otherwise reflected herein.
<PAGE>

     The foregoing Certification is provided to Alston & Bird LLP in connection
with rendering an opinion regarding the qualification of the Company as a REIT
and may not be relied upon for any other purpose or by any other party. It is
understood that such opinion is limited to the factual matters revealed
pursuant hereto and other materials provided to them and that to the extent
required, I have asked questions of the appropriate individuals to confirm the
foregoing answers, and to the best of my knowledge and belief such answers are
true, correct, and complete and in no way are misleading.


     June 1, 1998         /s/  MACK D. PRIDGEN, III
                          --------------------------------------
                          MACK D. PRIDGEN, III
                          Vice-President and General Counsel
                          Highwoods Properties, Inc.

