FOLEY & LARDNER FOLEY & LARDNER
Attorneys at Law The Greenleaf Building
200 Laura Street
Jacksonville, Florida 32202-3510
April 3, 2003 P. O. Box 240
Jacksonville, Florida 32201-0240
904.359.2000 TEL
904.359.8700 FAX
www.foleylardner.com
WRITER'S DIRECT LINE
904.359.2000
mgreenhut@foleylaw.com Email
CLIENT/MATTER NUMBER
040521-01057
Regency Centers Corporation
April 3, 2003
Page 2
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 (Registration No.
333-37911) (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 of 3,000,000 Depositary Shares (the "Depositary
Shares") each representing 1/10 of a share of 7.45% Series 3 Cumulative
Redeemable Preferred Stock of the Company (liquidation preference $25 per
Depositary Share).
In connection with the opinions rendered below, we have reviewed the
Registration Statement, including the prospectus supplement dated March 27, 2003
relating to the offering of the Depositary Shares (the "Prospectus"), 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, the
Prospectus 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 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;
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C.
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH
MADISON TALLAHASSEE
Regency Centers Corporation
April 3, 2003
Page 2
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 under the caption "Certain 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 "Certain Federal Income Tax
Considerations".
The foregoing opinions are based on current provisions of the Internal
Revenue Code of 1986, as amended (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.
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 caption
"Certain Federal Income Tax Considerations" 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/ Linda Y. Kelso
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