Contract

00 XXXXXXXX XXXXX XXXXXXX, XXX XXXX 00000-0000
TEL 000.000.0000 FAX 000.000.0000

Exhibit 5

April 28, 2009

Parkway Properties, Inc.
Xxx Xxxxxxx Xxxxx Xxxxx 0000
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000

  Re: Issuance and Sale of 6,250,000 shares of common stock (the “Securities”)
pursuant to an Underwriting Agreement dated April 22, 2009 among Parkway Properties,
Inc. (the “Company”), Parkway Properties LP and UBS Securities LLC

Ladies and Gentlemen:

     As your counsel we have examined the Underwriting Agreement, the Company’s Registration Statement on Form S-3 (File No. 333-156050) (the “Registration Statement”) and the Company’s Prospectus Supplement dated April 22, 2009 with respect to the Securities and we are familiar with the documents referred to therein and incorporated therein by reference. We have also examined the Company’s Articles of Incorporation, as amended, and Bylaws, as amended, such records of proceedings of the Company as we deemed material, and such other proceedings of the Company as we deemed necessary for the purpose of this opinion.

     We have examined the proceedings heretofore taken and we are informed as to the procedures proposed to be followed by the Company in connection with the authorization, issuance and sale of the Securities. In our opinion the Securities to be issued by the Company will be, when issued and paid for pursuant to the Underwriting Agreement, the Registration Statement and the Prospectus Supplement, duly authorized for issuance by all necessary corporate action and, upon the issuance thereof in accordance with their terms, the Securities will be legally issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to all references to our firm in the Prospectus Supplement.

Very truly yours,

/s/ Xxxxxxx Xxxxxxxxxxx & Mugel, LLP

Buffalo, New York Amherst, New York