FOLEY : LARDNER FOLEY & LARDNER
ATTORNEYS AT LAW The Greenleaf Building
200 Laura Street
Jacksonville, Florida 32202-3510
August 15, 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
040521-0157
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
SEC File No. 333-37911
Ladies and Gentlemen:
We are acting as counsel to Regency Centers Corporation, a Florida
corporation (the "Company"), in connection with its registration statement on
Form S-3 filed with the Securities and Exchange Commission relating to the sale
by the Company of 3,600,000 shares of common stock of the Company, par value
$.01 per share, plus up to 540,000 additional shares of common stock, par value
$.01 per share to cover over- allotments, if any (collectively, the "Shares").
In connection with the sale of such securities, which the Company has
held as treasury shares, we have examined and are familiar with: (a) the
articles of incorporation and bylaws of the Company, (b) the proceedings of and
actions taken by the Board of Directors of the Company in connection with the
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 upon, subject to and limited by the foregoing, we are of the
opinion that the Shares have been validly issued and are 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.
We hereby consent to the inclusion of this opinion as Exhibit 5 in said
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus supplement relating to the offering of the
Shares dated August 12, 2003. 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/ Foley & Lardner
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