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
April 12, 2001
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinions as tax counsel to Regency Centers
Corporation (the "Company") concerning the federal income tax consequences in
connection with the registration statement on Form S-3 (the "Registration
Statement") and with respect to qualification of the Company as a real estate
investment trust (a "REIT") for federal income tax purposes, for the issuance
from time to time of up to $600,000,000 aggregate principal amount of notes, of
Regency Centers, L.P. (the "Partnership") and the guarantee of the Company with
respect to such notes. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Registration Statement.
In connection with the opinions rendered below, we have reviewed the
Registration Statement, the agreement of limited partnership of the Partnership,
the articles of incorporation and bylaws of the Company and such other documents
that we deemed relevant. The opinions expressed in this letter are based upon
certain factual representations set forth in the Registration Statement and in
certificates of officers of the Company.
In connection with the opinions rendered below, we have assumed
generally that:
1. each of the documents referred to above has been duly
authorized, executed, and delivered; is authentic, if an original, or is
accurate, if a copy; and has not been amended;
2. during its short taxable year ended December 31, 1993 and
subsequent taxable years, the Company has operated and will continue to operate
in such a manner
Regency Centers Corporation
April 12, 2001
Page 2
that makes and will continue to make the factual representations contained in a
certificate, dated as of the date hereof and executed by a duly appointed
officer of the Company (the "Officer's Certificate"), true for such years;
3. the Company will not make any amendments to its organizational
documents or to the organizational documents of Regency Realty Group, Inc., a
Florida corporation ("Management Company"), after the date of this opinion that
would affect its qualification as a REIT for any taxable year;
4. no actions will be taken by the Company or Management Company
after the date hereof that would have the effect of altering the facts upon
which the opinion set forth below is based.
In connection with the opinions rendered below, we also have relied
upon the correctness of the factual representations contained in the Officer's
Certificate.
Based solely on the documents and assumptions set forth above and
the factual representations set forth in the Officer's Certificate, and without
further investigation, we are of the opinion that the summaries set forth in the
prospectus (the "Prospectus") included as part of the Registration Statement
under the caption "Federal Income Tax Considerations" are accurate in all
material respects as to matters of law and legal conclusions. In addition, based
upon and subject to the foregoing, we confirm our specific opinions in the
Prospectus under the caption "Federal Income Tax Considerations".
The foregoing opinions are based on current provisions of the Code
and the Treasury regulations thereunder (the "Regulations"), published
administrative interpretations thereof, and published court decisions, all of
which are subject to change either prospectively or retroactively. The Internal
Revenue Service has not issued Regulations or administrative interpretations
with respect to various provisions of the Code relating to REIT qualification.
No assurance can be given that the law will not change in a way that will
prevent the Company from qualifying as a REIT or that may change the other legal
conclusions stated herein.
The foregoing opinion is limited to the U.S. federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
other country, or any state or locality. We undertake no obligation to update
the opinion expressed herein after the date of this letter.
Regency Centers Corporation
April 12, 2001
Page 3
We hereby consent to the inclusion of this opinion as Exhibit 8 in
said Registration Statement and to the reference to this firm under the captions
"Federal Income Tax Considerations" and "Legal Matters" in the Prospectus. 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/ Robert S. Bernstein
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