EXHIBIT 5.5
FOLEY & LARDNER
ATTORNEYS AT LAW
BRUSSELS POST OFFICE BOX 240 ORLANDO
CHICAGO JACKSONVILLE, FLORIDA 32201-0240 SACRAMENTO
DENVER THE GREENLEAF BUILDING SAN DIEGO
DETROIT 200 LAURA STREET SAN FRANCISCO
JACKSONVILLE JACKSONVILLE, FLORIDA 32202-3510 TALLAHASSEE
LOS ANGELES TELEPHONE (904) 359-2000 TAMPA
MADISON FACSIMILE (904) 359-8700 WASHINGTON, D.C.
MILWAUKEE WEST PALM BEACH
January 22, 2001
Regency Centers, L.P.
121 West Forsyth Street
Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (333-72899) and the Registration Statement on Form S-3
(333-53868), each of Regency Centers, L.P. (the "Issuer") and Regency Realty
Corporation, as guarantor ("Regency"), under the Securities Act of 1933, as
amended (the "Securities Act"), for the issuance of (a) $220,000,000 aggregate
principal amount of 7.95% Notes Due January 15, 2011 of the Issuer (the "Notes")
and (b) the guarantee of Regency with respect to the Notes (the "Guarantees"),
to be issued against payment therefor.
In connection with the issuance of such securities, we have examined
and are familiar with: (a) the agreements of limited partnership of the Issuer,
as presently in effect, (b) the articles of incorporation and bylaws of Regency,
as presently in effect, (c) the proceedings of and actions taken by the Board of
Directors of Regency, as general partner of the Issuer, in connection with the
issuance and sale of the Notes, (d) the proceedings of and actions taken by the
Board of Directors of Regency, on its own behalf, in connection with the
issuance of the Guarantees and (e) such other records, certificates and
documents as we have considered necessary or appropriate for purposes of this
opinion.
1. The Notes have been duly authorized, and when duly executed,
authenticated, issued and delivered against payment therefor, will constitute
valid and legally binding obligations of the Issuer enforceable in accordance
with their terms, subject, as to enforcement, to bankruptcy, fraudulent
transfer, equitable subordination, fair dealing, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
Regency Centers, L.P.
January 22, 2001
Page 2
2. The Guarantees have been duly authorized, and when duly executed,
issued and delivered by Regency and, when the Notes have been issued and
authenticated, will constitute valid and legally binding obligations of Regency
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, fraudulent transfer, equitable subordination, fair dealing,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
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.
We hereby consent to the inclusion of this opinion as Exhibit 5.4 in
said Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus and any supplements thereto. 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,
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
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