

                                                                       Exhibit 5


                                ALSTON & BIRD LLP
                         3605 Glenwood Avenue, Suite 310
                          Raleigh, North Carolina 27612


                                 _________, 1998

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

Ladies & Gentlemen:

This opinion is furnished in connection  with the  registration  pursuant to the
Securities Act of 1933, as amended (the  "Securities  Act"), of 1,290,932 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.

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 sold 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.

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.

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


                                        By: 
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