Exhibit 5.4
[GRAPHIC OMITTED] FOLEY & LARDNER LLP
: FOLEY ATTORNEYS AT LAW
The Greenleaf Building
March 31, 2004 200 Laura Street
Jacksonville, Florida 32202-3510
P. O. Box 240
Jacksonville, Florida 32201-0240
904.359.2000 TEL
904.359.8700 FAX
www.foley.com
CLIENT/MATTER NUMBER
040521-0201
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 (SEC File No. 333-58966) of Regency Centers, L.P. (the
"Issuer") and Regency Centers Corporation, as guarantor ("Regency"), under the
Securities Act of 1933, as amended (the "Securities Act"), for the issuance of
(a) $150,000,000 aggregate principal amount of 4.950% Notes Due April 15, 2014
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 agreement 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.
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.
BRUSSELS DETROIT MILWAUKEE SAN DIEGO/DEL MAR TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN FRANCISCO TOKYO
DENVER LOS ANGELES SACRAMENTO SILICON VALLEY WASHINGTON, D.C.
MADISON SAN DIEGO TALLAHASSEE WEST PALM BEACH
Regency Centers, L.P.
March 31, 2004
Page 2
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 5.3 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 LLP
By: /s/ Linda Y. Kelso
-------------------------------------