November 24, 2003

Bedford Property Investors, Inc.

270 Lafayette Circle

Lafayette, California 94549

Ladies and Gentlemen:

We have acted as special tax counsel to Bedford Property Investors, Inc., a Maryland corporation (the ?Company?), in connection with its issuance of 805,000 shares of 8.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the ?Shares?), of the Company pursuant to the Purchase Agreement dated July 29, 2003 between the Company and RBC Dain Rauscher Inc.

We have examined the Registration Statement on Form S-3 (File No. 333-108908) (the ?Registration Statement?) filed by the Company under the Securities Act of 1933, as amended (the ?Act?), and the prospectus contained therein which pursuant to Form S-3 incorporates by reference the Company?s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Company?s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2003, June 30, 2003 and September 30, 2003, and the Company?s Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 20, 2003, July 21, 2003, and August 5, 2003 each as filed under the Securities Exchange Act of 1934, as amended. In addition, we have examined, and have relied as to matters of fact upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

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