

                                                                       Exhibit 8

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

                                                       Direct Dial: 404-881-7485

                                 _________, 1998

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

     Re:  Registration  Statement on Form S-3  Relating to  1,290,932  Shares of
          Common Stock of Highwoods Properties, Inc.

Ladies and Gentlemen:

     In connection  with the  registration  statement on Form S-3 being filed by
you on _________, 1998,  with the Securities and Exchange  Commission  regarding
the  registration of 1,290,932  shares of common stock of Highwoods  Properties,
Inc. (the "Company") (the "Registration  Statement") under the Securities Act of
1933,  as amended,  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.

     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.


<PAGE>




     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
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,

                                        ALSTON & BIRD LLP
                                  
                                        By: 
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