Exhibit 8.1
[GRAPHIC OMITTED] FOLEY & LARDNER LLP
: FOLEY ATTORNEYS AT LAW
The Greenleaf Building
200 Laura Street
April 16, 2004 Jacksonville, Florida 32202-3510
P. O. Box 240
Jacksonville, Florida 32201-0240
904.359.2000 TEL
904.359.8700 FAX
www.foley.com
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, a Florida 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
sale by the selling shareholders named therein of shares of common stock of the
Company, par value $.01 per share, that have been or will be issued to the
selling shareholders upon redemption of their limited partnership interests in
Regency Centers, L.P. (collectively, the "Shares").
In connection with the opinions rendered below, we have reviewed the
Registration Statement, 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 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;
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 Corporation
April 16, 2004
Page 2
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 opinions set forth in the
related prospectus under the caption "Federal Income Tax Considerations" are
accurate in all material respects as to matters of law and legal conclusions.
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
"Legal Matters" in the related 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 LLP
By: /s/ Robert S. Bernstein
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