EXHIBIT 99.2
[SAUL EWING LETTERHEAD]
lawyers@saul.com
www.saul.com
December 10, 2003
Liberty Property Trust
65 Valley Stream Parkway
Malvern, Pennsylvania 19355
Re: Liberty Property Trust - Registration Statement on Form S-3
Ladies and Gentlemen:
We are issuing this opinion in connection with the registration and
issuance by Liberty Property Trust, a Maryland real estate investment trust (the
"Company"), pursuant to a shelf registration statement on Form S-3 (the "S-3
Registration Statement") filed under the Securities Act of 1933, as amended (the
"Act"), of up to 3,105,000 common shares of beneficial interest, $0.001 par
value, of the Company (the "Common Shares").
In connection with our representation of the Company and as a basis
for the opinions hereinafter set forth, we have examined originals or
photostatic copies of the following documents (hereinafter collectively referred
to as the "Documents"):
(i) The S-3 Registration Statement (No. 333-43267) filed by the
Company with the Securities and Exchange Commission (the
"Commission") under the Act, and all amendments thereto;
(ii) The prospectus and prospectus supplement contained in the
Registration Statement, in the form filed pursuant to Rule
424(b) under the 1933 Act (collectively, the "Prospectus");
(iii) The Amended and Restated Declaration of Trust of the Company
recorded by Maryland State Department of Assessments and
Taxation ("SDAT") on May 29, 1997 (the "Declaration of
Trust");
(iv) Articles Supplementary of the Company recorded on August 7,
1997; Articles Supplementary of the Company recorded on
December 23, 1997; Articles Supplementary of the Company
recorded on July 28, 1999; Articles Supplementary of the
Company recorded on April 18, 2000; and
Liberty Property Trust
December 10, 2003
Page 2
Articles Supplementary of the Company recorded on June 10,
2002 (collectively, the "Articles Supplementary");
(v) The Bylaws of the Company;
(vi) Resolutions adopted by the Board of Trustees of the Company on
December 12, 1997 and September 25, 2003;
(vii) A good standing certificate for the Company from SDAT dated
December 9, 2003;
(viii) The Underwriting Agreement between the Company and Goldman,
Sachs & Co. dated December 9, 2003 (the "Underwriting
Agreement"); and
(ix) Such other documents and matters as we have deemed necessary
and appropriate to express the opinions set forth in this
letter, subject to the limitations, assumptions and
qualifications noted below.
In expressing the opinions set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
(a) Each of the parties (other than the Company) 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 except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable principles;
(b) Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized and legally competent to do
so;
(c) All Documents submitted to us as originals are authentic. 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 statements and information contained in the Documents are true and complete;
(d) The consideration to be received for the issuance and sale of
the Common Shares as contemplated by the S-3 Registration Statement is not less
than the par value per share; and
Liberty Property Trust
December 10, 2003
Page 3
(e) The aggregate number of shares of the Company which would be
outstanding after the issuance of the Common Shares and any other
contemporaneously issued or reserved common shares or preferred shares, together
with the number of common shares and preferred shares previously issued and
outstanding and the number of common shares and preferred shares previously
reserved for issuance upon the conversion or exchange of other Company
securities, does not exceed the number of then-authorized shares of the Company.
On the basis of the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:
1. The Company has been duly formed and is validly existing as a
real estate investment trust in good standing under and by virtue of the laws of
the State of Maryland
2. The Common Shares have been duly and validly authorized and, when
the Common Shares have been issued, sold and delivered in the manner and for the
consideration contemplated by the Prospectus and the Underwriting Agreement,
will be validly issued, fully paid and nonassessable.
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
assume no obligation to supplement this opinion if any applicable law changes
after the date hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
S-3 Registration Statement 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 Act.
Very truly yours,
SAUL EWING LLP