
                                                                       EXHIBIT 8


                                 ALSTON&BIRD LLP

                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

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




                                  ________, 1998


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

      Re:   Registration Statement on Form S-3 Relating to 2,489,678 Shares of
            Common Stock of Highwoods Properties, Inc.

Ladies and Gentlemen:

      In connection with the registration statement on Form S-3, File No.
333-61913, as in the form filed on ____________, 1998, relating to the
registration of 2,489,678 shares of common stock by Highwoods Properties, Inc.
(the "Company"), 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>
<CAPTION>
<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  
      704-331-6000                 919-420-2200                  202-508-3300         
    Fax: 704-334-2014            Fax: 919-881-3175             Fax: 202-508-3333      
</TABLE>
<PAGE>
Highwoods Properties, Inc.
____________, 1998
Page 2


      Based solely on the facts in the Registration Statement and the facts 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
the Officers' Certificates may affect the opinions stated herein.

<PAGE>
Highwoods Properties, Inc.
____________, 1998
Page 3


      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: __________________________
