Exhibit 5.1
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 | | | | ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE, FL 32202-5017 P. O. BOX 240 JACKSONVILLE, FL 32201-0240 904.359.2000 TEL 904.359.8700 FAX foley.com |
July 11, 2016
Regency Centers Corporation
One Independent Dr. - Suite 114
Jacksonville, Florida 32202
Ladies and Gentlemen:
This opinion is being furnished in connection with the Prospectus Supplement dated July 11, 2016 (the “Prospectus Supplement”) filed under the Registration Statement on Form S-3 (Registration No. 333-194301) of Regency Centers Corporation (the “Company”) under the Securities Act of 1933, as amended (the “Registration Statement”), for (i) the offer and sale of 4,350,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”), and (ii) the offer and sale by the Company, at the option of the underwriters, of up to 652,500 additional shares of common stock, solely to cover over-allotments (the “Option Shares” and, together with the Underwritten Shares, the “Shares”).
In connection with the offer and sale of the Shares, we have examined and are familiar with: (a) the articles of incorporation and bylaws of the Company, as presently in effect, (b) the proceedings of and actions taken by the board of directors of the Company and a duly authorized committee of the Board of Directors in connection with the offer and sale of the Shares, and (c) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion.
Based on the documents set forth above, we are of the opinion that the Underwritten Shares have been duly authorized, and when delivered against payment therefore, will be legally issued, fully paid and nonassessable. Furthermore, based on the documents set forth above, we are of the opinion that any Option Shares have been duly authorized, and when duly issued and delivered against payment therefore, will be legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Florida. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.
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BOSTON BRUSSELS CHICAGO DETROIT | | JACKSONVILLE LOS ANGELES MADISON MIAMI | | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | | SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
July 11, 2016
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 in said Registration Statement and to the reference to this firm under the caption “Validity of Securities” in the prospectus supplement relating to the offering of the Shares dated July 11, 2016. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ FOLEY & LARDNER LLP
