Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
June 28, 2012
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
17190 Bernardo Center Drive
San Diego, California 92128
| | Re: | Registration Statement on Form S-3 (Registration Nos. 333-161751 and 333-161751-01) |
Ladies and Gentlemen:
We have served as Maryland counsel to BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), and BioMed Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), in connection with certain matters of Maryland law arising out of the registration of $250,000,000 in aggregate principal amount of the Operating Partnership’s 4.25% Senior Notes due 2022 (the “Notes”) and the guarantee by the Company of the obligations of the Operating Partnership under the Notes (the “Guarantee”). The Notes and the Guarantee are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and the Operating Partnership with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company and the Operating Partnership, 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 (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The Prospectus, dated November 15, 2010, as supplemented by a Prospectus Supplement, dated June 21, 2012, filed with the Commission pursuant to Rule 424(b)(2) of the General Rules and Regulations promulgated under the 1933 Act;
3. The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
June 28, 2012
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6. The Certificate of Limited Partnership of the Operating Partnership, certified by the SDAT;
7. The Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, certified as of the date hereof by an officer of the Company;
8. A certificate of the SDAT as to the good standing of the Operating Partnership, dated as of a recent date;
9. Resolutions adopted by the Board of Directors of the Company, in its own capacity and in its capacity as the sole general partner of the Operating Partnership, or by a duly authorized committee thereof, relating to, among other matters, (a) the sale and issuance of the Notes, (b) the Guarantee and (c) the authorization of the execution, delivery and performance by the Company and the Operating Partnership of the Indenture (as defined herein), certified as of the date hereof by an officer of the Company;
10. The Indenture, dated as of March 30, 2011, by and among the Operating Partnership, the Company and U.S. Bank National Association, as supplemented by Supplemental Indenture No. 2, dated as of the date hereof (collectively, the “Indenture”);
11. The Guarantee contained in the Indenture;
12. A certificate executed by an officer of the Company, dated as of the date hereof; and
13. 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.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company or the Operating Partnership) is duly authorized to do so.
3. Each of the parties (other than the Company or the Operating Partnership) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
June 28, 2012
Page 3
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action of the Company and all necessary partnership action of the Operating Partnership. The Notes have been duly authorized for issuance by the Operating Partnership. The Guarantee has been duly authorized by the Company.
3. The Indenture has been duly executed and delivered by the Company and the Operating Partnership.
The foregoing opinion is limited to the laws of the State 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 federal or state securities laws, including the securities laws of the State of Maryland, or as to 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
June 28, 2012
Page 4
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s and the Operating Partnership’s Current Report on Form 8-K relating to the Notes and the Guarantee (the “Current Report”), which is incorporated by reference in the Registration Statement. Latham & Watkins LLP, counsel to the Company and the Operating Partnership, may rely on this opinion in connection with any opinions to be delivered by it in connection with the Notes and the Guarantee. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. 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 1933 Act.
Very truly yours,
/s/ Venable LLP
