[GRAPHIC OMITTED]
: FOLEY
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
ONE INDEPENDENT DRIVE, SUITE 1300
August 27, 2004 JACKSONVILLE, FLORIDA 32202-5017
P. O. Box 240
JACKSONVILLE, FLORIDA 32201-0240
904.359.2000 TEL
904.359.8700 FAX
www.foley.com
WRITER'S DIRECT LINE
904.359.8713
lkelso@foley.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
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (Registration No. 333-37911) of Regency Centers
Corporation ("Regency") under the Securities Act of 1933, as amended, for the
issuance of 5,000,000 Depositary Shares (the "Depositary Shares") each
representing 1/10 of a share of 7.25% Series 4 Cumulative Redeemable Preferred
Stock of Regency (liquidation preference $25 per Depositary Share).
In connection with the issuance of such securities, we have examined
and are familiar with: (a) the articles of incorporation and bylaws of Regency,
as presently in effect, (b) the proceedings of and actions taken by the Board of
Directors of Regency in connection with the issuance of the Depositary Shares
and (c) such other records, certificates and documents as we have considered
necessary or appropriate for purposes of this opinion.
Based on the documents set forth above, we are of the opinion that the
Depositary Shares have been duly authorized, and when duly issued and delivered
against payment therefor, will be legally issued, 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
"Validity of Shares" in the prospectus supplement relating to the offering of
the Depositary Shares dated August 4, 2004. 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/ Foley & Lardner LLP
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