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Upgrading SQL Server 2005 to SQL Server 2008

We are trying to upgrade SQL Server 2005 to SQL Server 2008 which is an in-place upgrade. We have a database which is in OFFLINE mode. Can someone tell me whether we need to change the status of this database to ONLINE before we start the upgrade or it will be upgraded without any issues eventhough it is in OFFLINE mode or it will be upgraded only when the database is made ONLINE after the upgrade?
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But for the other user databases which are ONLINE, when the upgrade runs, it upgrades those databases to SQL Server 2008 though the compatibility level is still 90 after the upgrade. It records the following in the SQL Error LOG.

Converting database 'Test1' from version 611 to the current version 655.

It will not record this for the database which is OFFLINE. Instead it records the below message.

Cannot open database [Test2]. The upgrade of replication security meta-data could not be performed. Run sp_vupgrade_replsecurity_metadata again from the [master] database when the [Test2] is accessible.

After upgrading the SQL Server ,when I changed the OFFLINE database to ONLINE and compatibility level to 100, it is not recording anything about the upgrading that database (like converting the database...).

Any further information on this highly appreciated.
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I am not worried about a single database. But my question is, will the OFFLINE database be upgraded when it is made ONLINE (after the SQL Server upgrade) without any further steps or does it require some special attention?
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