Opinion Letter Re: Registration Statement on Form S-3 (2004)Full Document 

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[LATHAM & WATKINS LLP LETTERHEAD]
      July 9, 2004

      Maguire Properties, Inc.
      333 South Grand Avenue
      Suite 400
      Los Angeles, California 90071-1508

                     Re:      Maguire Properties, Inc.
                              Registration Statement on Form S-3

      Ladies and Gentlemen:

            We have acted as tax counsel to Maguire Properties, Inc., a Maryland
      corporation (the "Company"), in connection with the filing of a
      registration statement on Form S-3 on July 9, 2004 (such registration
      statement, as amended at the time it became effective, together with the
      documents incorporated by reference therein, the "Registration Statement")
      by the Company with the Securities and Exchange Commission (the
      "Commission") under the Securities Act of 1933, as amended, relating to
      the registration of 10,999,398 shares of common stock, par value $.01 per
      share, as set forth in the prospectus contained in the Registration
      Statement (the "Prospectus").

            You have requested our opinion concerning certain of the federal
      income tax considerations relating to the Company. This opinion is based
      on various facts and assumptions, including the facts set forth in the
      Registration Statement and the Prospectus concerning the business, assets
      and governing documents of the Company, Maguire Properties, L.P., a
      Maryland limited partnership (the "Operating Partnership") and their
      subsidiaries. We have also been furnished with, and with your consent have
      relied upon, certain representations made by the Company, the Operating
      Partnership and their subsidiaries with respect to certain factual matters
      through a certificate of an officer of the Company (the "Officer's
      Certificate"). With your permission, we have assumed the accuracy of the
      opinion of Venable, LLP, counsel for the Company, dated July 9, 2004 with
      respect to certain matters of Maryland law.

            In our capacity as tax counsel to the Company, we have made such
      legal and factual examinations and inquiries, including an examination of
      originals or copies certified or otherwise identified to our satisfaction
      of such documents, corporate records and other instruments as we have
      deemed necessary or appropriate for purposes of this opinion. For the
      purposes of our opinion, we have not made an independent investigation of
      all of the facts set forth in the above referenced documents or in the
      Officer's Certificate. In addition, in rendering this opinion we have
      assumed the truth and accuracy of all representations and statements made
      to us which are qualified as to knowledge or belief, without regard to
      such qualification. In our examination, we have assumed the authenticity

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