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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
LaSalle Partners Incorporated
July 15, 1997
Page 3

          In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.

          Members of our firm are admitted to the practice of law in the State
of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. With respect to matters of Maryland law, we are relying with your
consent solely on the opinion of Piper & Marbury L.L.P., Baltimore, Maryland, a
copy of which has been delivered to you.

          Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; (ii) the Draft
Resolutions have been adopted by the Pricing Committee; (iii) the price at which
the Firm Shares are to be sold to the Underwriters pursuant to the Underwriting
Agreement and other matters relating to the issuance and sale of the Firm Shares
have been approved by the Pricing Committee in accordance with the Draft
Resolutions; (iv) the Underwriting Agreement has been duly executed and
delivered; and (v) certificates representing the Firm Shares in the form of the

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