July 30, 2004





First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois  60606


Ladies and Gentlemen:

     We have acted as counsel for First Industrial Realty Trust, Inc. (the
"Company") and First Industrial, L.P. (the "Operating Partnership") in
connection with the Registration Statement on Form S-3 filed by the Company and
the Operating Partnership with the Securities and Exchange Commission for
registration under the Securities Act of 1933, as amended, on July 30, 2004 (the
"Registration Statement"). We have been asked to provide our opinion as to
certain federal income tax matters arising under the Internal Revenue Code of
1986, as amended (the "Code"), relating to the Company's qualification for
taxation as a real estate investment trust (a "REIT") under the Code .

     The opinions set forth in this letter are based on relevant provisions of
the Code, Treasury Regulations thereunder and interpretations of the foregoing
as expressed in court decisions and administrative determinations as of the date
hereof. These provisions and interpretations are subject to changes (possibly on
a retroactive basis) that might result in modifications of our opinions.

     For purposes of rendering the opinions set forth in this letter, we have
reviewed the Registration Statement and such other documents, law and facts as
we have deemed necessary. In our review, we have assumed the genuineness of all
signatures; the proper execution of all documents; the authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; and the authenticity of the originals of
any copies.



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     The opinions set forth in this letter are premised on certain written
factual representations made by the Company in a certificate dated as of the
date hereof (the "Certificate") and are also premised on an assumption that if
the Company ultimately were found not to have satisfied the gross income
requirements of the REIT provisions as a result of certain development
agreements entered into by the Company, such failure was due to reasonable cause
and not due to willful neglect. For purposes of our opinions, we have not made
an independent investigation of the representations contained in the
Certificate, and consequently we have relied on the representations therein that
the information contained in the Certificate or otherwise furnished to us
accurately describes all material facts relevant to our opinions. Although we
have not independently investigated the representations made to us in the
Certificate, nothing has come to our attention that would lead us to question
the accuracy of any such representations.

     Based upon and subject to the foregoing:

          (i) We are of the opinion that, commencing with the Company's taxable
     year ended December 31, 1994, the Company has been organized and operated
     in conformity with the requirements for qualification and taxation as a
     REIT under the Code, and the Company's current and proposed method of
     operation (as represented by the Company to us in the Certificate) will
     enable it to continue to meet the requirements for qualification and
     taxation as a REIT under the Code; and

          (ii) The information relating to U.S. federal income tax matters in
     the Registration Statement under "Risk Factors" and "Certain U.S. Federal
     Income Tax Considerations," to the extent that it constitutes statements of
     law, descriptions of statutes, rules or regulations, or summaries of
     documents or legal conclusions, has been reviewed by us and is correct in
     all material respects and presents fairly the information required to be
     disclosed therein.

     We express no opinion other than the opinions expressly set forth herein
(the "Opinions"). The Opinions are not binding on the Internal Revenue Service
(the "IRS") and the IRS may disagree with the Opinions. Although we believe that
the Opinions would be sustained if challenged, there can be no assurance that
this will be the case.

     The Opinions are based upon the law as it currently exists. Consequently,
future changes in the law may cause the federal income tax treatment of the
matters referred to herein to be materially and adversely different from that
described above (possibly on a retroactive basis). In addition, any variation in
the facts from those set forth in the Registration Statement or the
representations contained in the Certificate or otherwise provided to us may
affect the conclusions stated in the Opinions. Moreover, the Company's
qualification and taxation as a REIT depend upon the Company's ability to meet,
through actual operating results, distribution levels, diversity of stock
ownership and various other qualification tests imposed under the Code, none of
which will be reviewed by us. Accordingly, no assurance can be given that the
actual results of the Company's operations for any taxable year will satisfy the
requirements for the Company to maintain its qualification as a REIT.



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     Neither this opinion nor any part hereof may be delivered to, or used or
relied upon by, any person other than you without our prior written consent.

                                Very truly yours,

                                /s/ Cahill Gordon & Reindel LLP