Exhibit 5.1
[Hogan Lovells US LLP Letterhead]
May 3, 2013
Board of Trustees
Pennsylvania Real Estate Investment Trust
The Bellevue
200 South Broad Street
Philadelphia, PA 19102-3803
Ladies and Gentlemen:
We are acting as counsel to Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Company”), in connection with the public offering of up to 11,500,000 of the Company’s common shares of beneficial interest, par value $1.00 per share (the “Common Shares”), all of which Common Shares are to be sold by the Company pursuant to a prospectus supplement dated May 1, 2013 and the accompanying prospectus dated January 12, 2012 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3, (File No. 333-178599) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We have also assumed that the Common Shares will not be issued in violation of the ownership limits contained in the Company’s Trust Agreement as Amended and Restated December 18, 2008, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of Part V of Title 15 of the Pennsylvania Consolidated Statutes, as amended, currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
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Board of Trustees Pennsylvania Real Estate Investment Trust | | Page 2 | | May 3, 2013 |
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance and delivery of the Common Shares pursuant to the terms of the Purchase Agreement, dated May 1, 2013, by and among the Company, PREIT Associates, L.P., a Delaware limited partnership and the Company’s operating partnership, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed onSchedule A attached thereto, and (ii) receipt by the Company of the consideration for the Common Shares specified in the resolutions of the Board of Trustees of the Company and the Pricing Committee of the Board of Trustees of the Company, the Common Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Common Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
