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| Exhibit 5.1 | |
March 4, 2013 | |
Board of Trustees
LaSalle Hotel Properties
3 Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
Re: Issuance of up to 4,600,000 6.375% Series I Cumulative Redeemable Preferred Shares
Gentlemen:
We have served as special counsel for LaSalle Hotel Properties, a Maryland real estate investment trust (the “Company”), in connection with the issuance and sale by the Company of up to 4,600,000 6.375% Series I Cumulative Redeemable Preferred Shares (the “Securities”), par value $.01 per share, of the Company (the “Series I Preferred Shares), pursuant to the terms of an Underwriting Agreement, dated February 27, 2013 by and among the Company, LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets, Inc., as representatives of the several underwriters named therein (the “Underwriting Agreement”). The Securities have been registered on a Registration Statement on Form S-3 (File No. 333-185081), which became effective upon filing with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on November 21, 2012 (the “Registration Statement”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Board of Trustees
LaSalle Hotel Properties
March 4, 2013
Page 2
| (a) | the Articles of Amendment and Restatement of Declaration of Trust of the Company, together with all amendments and articles supplementary filed to date with respect thereto (the “Declaration of Trust”), as certified by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) as of December 17, 2012 and by the Secretary of the Company as of the date hereof; |
| (b) | the Articles Supplementary designating the Series I Preferred Shares of the Company, filed with the SDAT on March 1, 2013, as certified by the SDAT as of March 1, 2013, and by the Secretary of the Company as of the date hereof; |
| (c) | the Company’s Third Amended and Restated Bylaws, as certified by the Secretary of the Company as of the date hereof; |
| (d) | specimen share certificates for the Series I Preferred Shares and for the Company’s common shares of beneficial interest, par value $.01 per share, as certified by the Secretary of the Company as of the date hereof; |
| (e) | copies of resolutions of the Board of Trustees of the Company (the “Board”), dated as of October 16, 2012, and a copy of the unanimous written consent of the Special Pricing Committee of the Board dated February 27, 2013, relating to, among other things, the registration, issuance and sale of the Securities (the “Resolutions”), as certified by the Secretary of the Company as of the date hereof; |
| (f) | the Registration Statement; |
| (g) | the Company’s prospectus related to the Registration Statement, dated February 27, 2013, as filed with the Commission on February 28, 2013, pursuant to Rule 424(b) under the Securities Act (including the documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”); |
| (h) | an executed copy of the Underwriting Agreement; |
| (i) | an executed copy of the certificate of the Secretary of the Company, dated the date hereof, as to certain factual matters; |
| (j) | the certificate of the SDAT as to the due formation, existence and good standing of the Company in the State of Maryland dated February 28, 2013 (the “Good Standing Certificate”); and |
| (k) | such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. |
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures and (v) the due
Board of Trustees
LaSalle Hotel Properties
March 4, 2013
Page 3
authorization, execution and delivery of all documents by all parties and the validity and binding effect and enforceability thereof upon the Company.
Based upon the foregoing, and having regard for such legal considerations as we have considered necessary for purposes hereof, we are of the opinion that:
| 1. | The Company is a real estate investment trust duly formed and validly existing and in good standing under the laws of the State of Maryland, with the requisite trust power to issue the Securities. |
| 2. | The issuance of the Securities has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Prospectus, the Resolutions and the Underwriting Agreement, the Securities will be validly issued, fully paid and nonassessable. |
The opinion in paragraph 1 with respect to formation, existence and good standing of the Company in the State of Maryland is based solely on the Good Standing Certificate. In expressing the opinions above, we have assumed that the Securities will not be issued in violation of Article VII of the Declaration of Trust, as amended or supplemented as of the date hereof.
The foregoing opinions are limited to the Maryland REIT Law, as defined in Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities (or “blue sky”) laws, including the securities laws of the State of Maryland or any federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any provisions other than those set forth in the Maryland REIT Law, we do not express any opinion on such matter.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K, which is incorporated by reference in the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement with the Commission on the date hereof and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
Board of Trustees
LaSalle Hotel Properties
March 4, 2013
Page 4
This opinion is limited to the matters stated in this letter, and no opinion may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.
Very truly yours,
/s/ Hunton & Williams LLP