[ALSTON & BIRD LLP LETTERHEAD]
September 22, 2003
Wells Real Estate Investment Trust II, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Re: Registration Statement on Form S-11 (No. 333-107066)
Ladies and Gentlemen:
We have acted as counsel to Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), in connection with the filing of the above-referenced Registration Statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 600,000,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”), for issuance and sale by the Company. Following the effectiveness of the Registration Statement, the Company intends to commence the offering of Shares through Wells Investment Securities, Inc. (“WIS”) pursuant to the Dealer Manager Agreement to be entered into by and between the Company and WIS (the “Dealer Manager Agreement”). We are furnishing this opinion letter pursuant to Item 36(b) of Form S-11 and Item 601(b)(5) of the Commission’s Regulation S-K.