December 23, 2013
Brookfield Property Partners L.P.
73 Front Street
5th Floor
Hamilton HM 12, Bermuda
Re: United States Federal Income Tax Opinion
Ladies and Gentlemen:
We have acted as United States federal income tax counsel to Brookfield Property Partners L.P., a Bermuda limited partnership ("BPY"), in connection with the offer to purchase any or all of the issued and outstanding common shares of Brookfield Office Properties Inc., a Canadian corporation, as described in the Registration Statement on Form F-4 (the "Registration Statement") filed by BPY with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement.
In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
In addition, we have examined, and have relied as to matters of fact upon, originals, duplicates, certified or conformed copies of such records, agreements, documents, and other instruments and such certificates or
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comparable documents of public officials and of officers and representatives of BPY and the Property Partnership, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.
In rendering this opinion, we have assumed that (i) the transactions described in the Registration Statement will be consummated in the manner set forth therein; (ii) the representations made in the Certificate are true, correct, and complete and will remain true, correct, and complete at all times; and (iii) any representation set forth in the Certificate qualified by knowledge, intention, belief, or any similar qualification is and will remain true, correct, and complete without regard to such qualification. In addition, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Registration Statement, we are of the opinion that (i) the statements set forth in the Registration Statement under the caption "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES," insofar as they express conclusions as to the application of United States federal income tax law, represent our opinion as to the matters discussed therein; and (ii) as of the date hereof, each of BPY and the Property Partnership will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes.
Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, and case law, in each case as currently in effect and subject to change at any time with retroactive effect. Any change in applicable laws or facts and circumstances, or any inaccuracy in the statements, facts, assumptions, or representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy. No opinion is expressed concerning any law other than the federal income tax law of the United States.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to our firm under the captions "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" and "LEGAL MATTERS" in the Registration Statement. In giving this consent, we do not hereby agree that we come within the category of persons whose consent is required by the U.S. Securities Act of 1933, as amended, or the rules thereunder.
Very truly yours,
/s/ Torys LLP
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