Exhibit 8





                       [Baker & Hostetler LLP Letterhead]



                                 July 21, 2004



Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122

                  Re:      Status as a REIT

Ladies and Gentlemen:

                  In connection with the Registration Statement on Form S-3 to
be filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"), you have requested our opinion regarding whether
Developers Diversified Realty Corporation (the "Company") has qualified as a
real estate investment trust ("REIT") for its taxable years ended December 31,
1993 through December 31, 2003, has been organized in conformity with the
requirements for qualification as a REIT, and whether its method of operation
has enabled the Company to meet, and will enable it to continue to meet, the
requirements for qualification and taxation as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"). This opinion is based upon certain
representations made by the Company as to factual matters as set forth in the
Registration Statement and the registration statements on Forms S-3 and S-11
previously filed with the Securities and Exchange Commission (the "Prior
Registrations"). In addition, the Company has provided a representation letter
and certificate ("Representation Letter") certifying, among other items, that it
has made a timely election to be taxed as a REIT under the Code commencing with
its initial taxable year ended December 31, 1993, and that commencing with the
first taxable year that the Company has elected to be taxed as a REIT, the
Company has operated and will continue to operate in accordance with the terms
and provisions of its Articles of Incorporation and Code of Regulations and in
accordance with the method of operation described in the Registration Statement
and the Prior Registrations. We have not attempted to verify independently such
representations and statements, but in the course of our representation nothing
has come to our attention that would cause us to question the accuracy thereof.

                  Based on the Representation Letter and subject to the
foregoing and to the qualifications below, it is our opinion that the Company
has qualified as a REIT for its taxable years ended December 31, 1993 through
December 31, 2003, the Company is organized in conformity with the requirements
for qualification as a REIT, and the Company's current and proposed method of




Developers Diversified Realty Corporation
July 21, 2004
Page 2

operation will enable it to continue to meet the requirements for qualification
and taxation as a REIT under the Code.

                  The opinions set forth in this letter are based on existing
law as contained in the Code and regulations promulgated thereunder, in effect
on the date hereof, and the interpretations of such provisions and regulations
by the Internal Revenue Service (the "IRS") and the courts having jurisdiction
over such matters, all of which are subject to change either prospectively or
retroactively, and to possibly different interpretations. Also, any variation
from the factual statements set forth in the Registration Statement, the Prior
Registrations or the Representation Letter may affect the conclusions stated
herein. Moreover, the Company's qualification and taxation as a REIT depends
upon the Company's ability to meet, through actual annual operating results,
distributions to shareholders, asset composition levels, and diversity of stock
ownership, the various qualification tests imposed under the Code, the results
of which will not be reviewed by Baker & Hostetler LLP. Accordingly, no
assurance can be given that the actual results of the Company's operations for
any one taxable year will satisfy such requirements. We wish to point out that
our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein but, because our opinions are not
binding upon the IRS or any court, there can be no assurance that contrary
positions may not successfully be asserted by the IRS.

                  This opinion is limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state or
locality. We undertake no obligation to update the opinions expressed herein
after the date of this letter. This opinion is rendered to the addressee of this
letter solely for the purpose referred to in the first paragraph hereof, and may
not be relied on or referred to by any other person or entity or by any
addressee for any other purpose without the express written consent of this
Firm. We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                /s/ Baker & Hostetler LLP

                                    Baker & Hostetler LLP