Exhibit 5



                             [ARENT FOX LETTERHEAD]




                                October 19, 1995




The Board of Trustees
Washington Real Estate Investment Trust
10400 Connecticut Avenue
Kensington, Maryland 20895

Gentlemen:

         We have acted as counsel to Washington Real Estate Investment Trust
(the "Trust") with respect to the Trust's Registration Statement on Form S-8,
filed by the Trust with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933 of 1,295,426 Shares of Beneficial Interest, no par value (the "Shares").

         As counsel to the Trust, we have examined the Trust's Declaration of
Trust, as amended (the "Declaration of Trust"), and such records, certificates
and other documents of the Trust, as well as relevant statutes, regulations,
published rulings and such questions of law, as we considered necessary or
appropriate for the purpose of this opinion.

         We assume that, prior to the sale of any Shares to which the
Registration Statement relates, appropriate action will be taken to register
and qualify such Shares for sale, to the extent necessary, under any applicable
state securities laws.

         Based on the foregoing, we are of the opinion that the 1,226,335
Shares subject to the Washington Real Estate Investment Trust 1991 Incentive
Stock Option Plan, the 60,000 Shares remaining subject to the Nonqualified
Stock Option Agreement dated June 27, 1990 and the 9,091 Shares subject to the
Nonqualified Stock Option Agreement dated December 14, 1994, when issued and
paid for in accordance with the terms thereof, will be validly issued, fully
paid and, subject to the following paragraph, nonassessable.

         The Declaration of Trust provides that no shareholder shall be
personally liable in connection with the Trust's property or the affairs of the
Trust.  The Declaration of Trust further provides that the Trust shall
indemnify and hold harmless shareholders against all claims and liabilities and
related reasonable expenses to which they become subject by reason of their
being or having been shareholders.  In addition, the Trust, as a matter of
practice, inserts a clause in
The Board of Trustees
Washington Real Estate Investment Trust
October 19, 1995
Page 2


its business, management and other contracts that provides that shareholders
shall not be personally liable thereunder.  In our opinion, no personal
liability will attach to the Trust's shareholders for contract claims under any
contract containing such a clause where adequate notice is given.  However, in
respect to tort claims and contract claims where shareholders liability is not
so negated, claims for taxes and certain statutory liability, the shareholders
may, in some jurisdictions, be personally liable to the extent that such claims
are not satisfied by the Trust.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.  In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations thereunder.


                                  Very truly yours,

                                  ARENT FOX KINTNER PLOTKIN & KAHN


  
                                  By:     /s/ Jeffrey E. Jordan      
                                          --------------------------------  
                                          Jeffrey E. Jordan