Exhibit 5.1
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 | | | | King & Spalding LLP 1l80 Peachtree Street N.E. Atlanta, Georgia 30309-3521 Phone: 404/ 572-4600 Fax: 404/572-5100 www.kslaw.com |
August 12, 2016
Columbia Property Trust, Inc.
Columbia Property Trust Operating Partnership, L.P.
One Glenlake Parkway
Suite 1200
Atlanta, Georgia 30328
Re: $350,000,000 aggregate principal amount of 3.650% Senior Notes due 2026 of Columbia Property Trust Operating Partnership, L.P.
Ladies and Gentlemen:
We have acted as counsel to Columbia Property Trust, Inc., a Maryland corporation (the “Guarantor”), and Columbia Property Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the offering by the Operating Partnership of $350,000,000 aggregate principal amount of 3.650% Senior Notes due 2026 (the “Notes”) and the guarantee thereof (the “Guarantee”) by the Guarantor. The Notes have been issued pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), the related prospectus dated September 14, 2014, and a Prospectus Supplement relating to the Notes, dated August 3, 2016 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b) of the rules and regulations promulgated under the Act. This opinion is being provided at your request for incorporation by reference into the Registration Statement.
The Notes have been issued under an indenture (the “Base Indenture”) by and among the Guarantor, the Operating Partnership and U.S. Bank National Association, as trustee (the “Trustee”) dated as of March 12, 2015, as supplemented by a second supplemental indenture dated as of August 12, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) by and among the Guarantor, the Operating Partnership and the Trustee. In our capacity as such counsel, we have reviewed the Indenture and form of the Notes. We have also reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies. We have relied, as to the matters set forth
Columbia Property Trust, Inc.
Columbia Property Trust Operating Partnership, L.P.
August 12, 2016
Page 2
therein, on certificates of public officials. As to certain matters of fact material to this opinion, we have relied, without independent verification, upon certificates of the Operating Partnership and the Guarantor.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| | 1. | upon the issuance and sale thereof as described in the Prospectus Supplement and when executed by the Operating Partnership and duly authenticated by the Trustee in accordance with the terms of the Indenture, the Notes will be valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms; and |
| | 2. | upon the issuance and sale of the Notes as described in the Prospectus Supplement and when the Notes have been duly executed by the Operating Partnership and the Guarantor and duly authenticated by the Trustee in accordance with the terms of the Indenture, the Guarantee will be the valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. |
The opinions set forth above are subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting the rights and remedies of creditors generally, and to the effect of general principles of equity.
This opinion is limited in all respects to the laws of the States of Maryland and New York and the Delaware Revised Uniform Limited Partnership Act, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
With respect to matters governed by the laws of the State of Maryland we have relied, with the consent of such counsel, upon the opinion, dated as of the date hereof, of Venable LLP. Our opinions with respect to such matters are subject to the same qualifications, assumptions and limitations as are set forth in such opinion.
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 law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Operating Partnership and the Guarantor in connection with the matters addressed herein.
Columbia Property Trust, Inc.
Columbia Property Trust Operating Partnership, L.P.
August 12, 2016
Page 3
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to a Current Report on Form 8-K. We also consent to the reference to this firm as having passed on the validity of the Notes and the Guarantee under the caption “Legal matters” in the Prospectus Supplement.
Very truly yours,
/s/ King & Spalding LLP
