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                                                                    EXHIBIT 8.02


                    [LOCKE PURNELL RAIN HARRELL LETTERHEAD]



                                 June 30, 1998



Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas  76102

Ladies and Gentlemen:

         On October 16, 1997, Crescent Real Estate Equities Company ("Crescent
Equities") filed a registration statement on Form S-3, No. 333-38071, with the
Securities and Exchange Commission, which was declared effective on October 29,
1997. Such registration statement (the "Registration Statement") includes a
prospectus supplement dated June 29, 1998 (the "Prospectus Supplement") to the
prospectus dated December 12, 1997 contained in the Registration Statement (the
"Prospectus"). We have acted as special tax counsel to Crescent Equities in
connection with the Prospectus Supplement. Capitalized terms used hereunder but
not defined have the meaning ascribed to them in the Prospectus Supplement. 

        In rendering this opinion we have examined such documents as we have
deemed relevant or necessary, including the Prospectus Supplement, and our 
conclusions are based upon the facts contained in the Prospectus Supplement. The
initial and continuing accuracy of these facts constitutes an integral basis for
the opinion expressed herein.

        In our opinion, the discussion contained in the Prospectus Supplement 
in the subsection entitled "Federal Income Tax Considerations - State and 
Local Taxes" accurately summarizes the Texas franchise tax matters that are
likely to be material to a holder of preferred shares or common shares of
Crescent Equities as of the date of the Prospectus Supplement. The foregoing
opinion is limited to the specific matter covered hereby and does not apply to
any other matters discussed under the heading "Federal Income Tax
Considerations." This opinion is based upon existing State of Texas statutes and
regulations and positions of the Texas State Comptroller of Public Accounts as
of the date hereof, all of which are subject to change, both retroactively or
prospectively.

        This opinion is furnished to you solely for use in connection with the
Prospectus Supplement. We hereby consent to the incorporation by reference of
this opinion as an exhibit to the Registration Statement and to the reference
to our Firm in the Prospectus

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Crescent Real Estate Equities Company
June 30, 1998
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Supplement under the caption "Federal Income Tax Considerations - State and 
Local Taxes" and "Legal Matters". In giving this consent we do not thereby 
admit that we come within the category of persons whose consent is required 
under the Securities Act of 1933, as amended, or the rules and regulations 
of the Securities and Exchange Commission promulgated thereunder.

                                        Very truly yours,

                                        LOCKE PURNELL RAIN HARRELL
                                        (A Professional Corporation)



                                        By: /s/ C. RONALD KALTEYER
                                            ----------------------------
                                                C. Ronald Kalteyer