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LETTER TO THE S.E.C.

[LETTERHEAD OF CLIFFORD CHANCE US LLP]

VIA FEDERAL EXPRESS

September 20, 2005

Karen J. Garnett

Geoffrey Ossias

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street

Washington, D.C. 20549-4561

               Re:

    Cogdell Spencer Inc.

Registration Statement on Form S-11

Filed August 10, 2005

File No. 333-127396

Dear Ms. Garnett/Mr. Ossias:

     On behalf of our client, Cogdell Spencer Inc. (the “Company”), a Maryland corporation,
attached hereto please find additional materials as requested in connection with Comments 4, 46, 48
and 87 of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, received by letter dated September 7, 2005, with respect to the Registration Statement
on Form S-11 (Registration No. 333-127396) (the “Registration Statement”) filed by the Company on
August 10, 2005. These materials supplement those provided in our initial response letter, dated
September 16, 2005, pertaining to Amendment No. 1 to the Registration Statement.

     Should you have any questions or require further information, please do not hesitate to
contact either Andrew S. Epstein at 212-878-8332 or me at 212-878-3437.

Regards,

/s/ Elizabeth M. McCarroll

Elizabeth M. McCarroll

    cc:

    James W. Cogdell

Frank C. Spencer

Jay L. Bernstein

Andrew S. Epstein

Gilbert G. Menna

Eric J. Graham

[NEWS ARTICLES, INDUSTRY REPORTS AND COMPARATIVE INTERNAL DATA IN SUPPORT

OF INFORMATION FOUND UNDER THE CAPTION “INDUSTRY BACKGROUND/MARKET

OPPORTUNITY” IN THE FORM S-11]

[GRAPHIC]

[BUILDING SERVICES SURVEY PROCESS FOR 2005 AND COMPARATIVE “OFFICE

VACANCY INDEX” FOR THE SECOND QUARTER 2005 PRODUCED BY CB RICHARD ELLIS IN

SUPPORT OF INFORMATION FOUND UNDER THE CAPTION “BUSINESS AND PROPERTIES”

IN THE FORM S-11]

[GRAPHIC]

[CLIFFORD CHANCE US LLP OPINION]

EXHIBIT 5.1

           , 2005

Cogdell Spencer Inc.

4401 Barclay Downs Drive

Suite 300

Charlotte, North Carolina 2809-4670

Ladies and Gentlemen:

We have acted as counsel to Cogdell Spencer Inc. (the “Company”) in connection with the offer and
sale by the Company of shares of its common stock, par value $.01 per share (the “Common Stock”).
The Common Stock is being sold pursuant to the Company’s Registration Statement on Form S-11 (File
No. 333-127396) (together with any amendments thereto, the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion expressed below, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or appropriate. As to factual
matters relevant to the opinion set forth below, we have, with your permission, relied upon
certificates of officers of the Company and public officials.

Based on the foregoing, and such other examination of law as we have deemed necessary, we are of
the opinion that the Common Stock has been duly and validly authorized and, when issued and sold in
the manner contemplated by the prospectus for the offering of shares of Common Stock included in
the Registration Statement, such shares of Common Stock will be legally issued, fully paid and
non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the
reference to us under the caption “Legal Matters” in the prospectus, which is a part of the
Registration Statement. In giving this consent, we do not concede that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.

Very truly yours,

EXHIBIT 8.1

[            ], 2005

Cogdell Spencer Inc.

4401 Barclay Downs Drive

Suite 300

Charlotte, North Carolina 28209

Re:            REIT Status of Cogdell Spencer Inc.

Ladies and Gentlemen:

We have acted as counsel to Cogdell Spencer Inc., a Maryland corporation (the “Company”), in
connection with the offer and sale by the Company of [ ] shares of its common stock, $.01 par
value (the “Common Stock”). The Common Stock is being sold pursuant to the Company’s Registration
Statement on Form S-11, under the Securities Act of 1933, as amended (together with any amendments
thereto, the “Registration Statement”). Capitalized terms not otherwise defined herein shall have
the meanings given in the Registration Statement.

The opinions set forth in this letter are based on relevant provisions of the Internal Revenue Code
of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, interpretations of
the foregoing as expressed in court decisions, legislative history, and existing administrative
rulings and practices of the Internal Revenue Service (the “IRS”) (including its practices and
policies in issuing private letter rulings, which are not binding on the IRS except with respect to
a taxpayer that receives such a ruling), all as of the date hereof. These provisions and
interpretations are subject to change, which may or may not be retroactive in effect, and which may
result in modifications of our opinions. Our opinion does not foreclose the possibility of a
contrary determination by the IRS or a court of competent jurisdiction, or of a contrary
determination by the IRS or the Treasury Department in regulations or rulings issued in the future.
In this regard, an opinion of counsel with respect to an issue represents counsel’s best
professional judgment with respect to the outcome on the merits with respect to such issue, if such
issue were to be litigated, but an opinion is not binding on the IRS or the courts and is not a
guarantee that the IRS will not assert a contrary position with respect to such issue or that a
court will not sustain such a position asserted by the IRS.

In rendering the opinions expressed herein, we have examined and relied on the following items:

    1.

    the Articles of Amendment and Restatement of the Company as filed with the Maryland State
Department of Assessments and Taxation on ___, 2005;

    2.

    the bylaws of the Company;

    3.

    the First Amended and Restated Agreement of Limited Partnership of Cogdell Spencer LP, a
Delaware limited partnership (the “Operating Partnership”), dated as of ___, 2005;

    4.

    the Certificate of Representations dated as of the date hereof, provided to us by the Company
and the Operating Partnership (the “Certificate of Representations”);

    5.

    the Registration Statement; and

    6.

    such other documents, records and instruments as we have deemed necessary in order to enable
us to render the opinions referred to in this letter.

In our examination of the foregoing documents, we have assumed, with your consent, that (i) all
documents reviewed by us are original documents, or true and accurate copies of original documents,
and have not been subsequently amended, (ii) the signatures of each original document are genuine,
(iii) each party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and correct, (v) all
obligations imposed by any such documents on the parties thereto have been performed or satisfied
in accordance with their terms, and (vi) the Company, the Operating Partnership and their
affiliates at all times will operate in accordance with the method of operation described in their
organizational documents, the Certificate of Representations and the Registration Statement.

For purposes of rendering the opinions stated below, we have also assumed, with your consent, (i)
the accuracy of the representations contained in the Certificate of Representations and that each
representation contained in such Certificate of Representations to the best of the Company’s and
the Operating Partnership’s knowledge is accurate and complete without regard to such qualification
as to the best of the Company’s and the Operating Partnership’s knowledge, and (ii) no action will
be taken by the Company that is inconsistent with the Company’s qualification as a REIT for any
period prior or subsequent to the date hereof.

Based upon, subject to, and limited by the assumptions and qualifications set forth herein, we are
of the opinion that:

(1) commencing with its taxable year ending December 31, 2005, the Company has been organized
in conformity with the requirements for qualification and taxation as a REIT under the Code, and
its proposed method of operation, as described in the Registration Statement and the Certificate of
Representations, will enable it to meet the requirements for qualification and taxation as a REIT
under the Code; and

(2) the statements in the Registration Statement under the caption “U.S. Federal Income Tax
Considerations,” to the extent they describe applicable U.S. federal income tax law, are correct in
all material respects.

The opinions set forth above represent our conclusions based upon the documents, facts,
representations and assumptions referred to above. Any material amendments to such documents,
changes in any significant facts or inaccuracy of such representations or assumptions could affect
the opinions referred to herein. Moreover, the Company’s qualification as a REIT depends upon the
Company’s ability to meet for each taxable year, through actual annual operating results,
requirements under the Code regarding gross income, assets, distributions and diversity of stock
ownership. We have not undertaken, and will not undertake, to review the Company’s compliance with
these requirements on a continuing basis. Accordingly, no assurance can be given that the actual
results of the Company’s operations for any single taxable year will satisfy the tests necessary to
qualify as a REIT under the Code. Although we have made such inquiries and performed such
investigations as we have deemed necessary to fulfill our professional responsibilities as counsel,
we have not undertaken an independent investigation of all of the facts referred to in this letter
or the Certificate of Representations.

The opinions set forth in this letter are (i) limited to those matters expressly covered and no
opinion is expressed or implied in respect of any other matter, (ii) as of the date hereof, and
(iii) rendered by us at

the request of the Company. We hereby consent to the filing of this letter with the SEC as an
exhibit to the Registration Statement and to the references therein to us. In giving such consent,
we do not hereby admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC
promulgated thereunder.

Very truly yours,