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: FOLEY
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
ONE INDEPENDENT DRIVE, SUITE 1300
September 9, 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
040521-0235
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 of Regency Centers Corporation ("Regency" or the
"Company") under the Securities Act of 1933, as amended, with respect to the
offering from time to time by the Company of an aggregate of up to $400,000,000
of the following securities of the Company: common stock, par value $0.01 per
share (the "Common Shares"), one or more series of preferred stock (the
"Preferred Shares"), depositary shares representing whole or fractional parts of
one or more series of Preferred Shares (the "Depositary Shares") and warrants
exercisable for Common Shares (the "Common Shares"). The Common Shares, the
Preferred Shares, the Depositary Shares and the Common Shares Warrants are
collectively referred to herein as the "Securities."
In connection with the registration of the 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 registration of the Securities and
(c) such other records, certificates and documents as we have considered
necessary or appropriate for purposes of this opinion.
Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that:
1. When Common Shares shall have been issued and sold as described
in the Registration Statement, and if in an underwritten offering, in accordance
with the terms and conditions of the applicable underwriting agreement and any
related terms agreement approved by the board of directors of the Company, and
in a manner contemplated in the Registration Statement, including the prospectus
supplement relating to those Common Shares, those Common Shares will be validly
issued, fully paid and nonassessable.
2. When Preferred Shares shall have been issued and sold as
described in the Registration Statement and the amendment to Regency's articles
of incorporation adopted by the board of directors of the Company designating
the Preferred Shares, and if in an underwritten offering, in accordance with the
terms and conditions of the applicable underwriting agreement and any related
terms agreement approved by the board of directors of the Company, and in a
manner contemplated in the Registration Statement, including the prospectus
supplement relating to those Preferred Shares, those Preferred Shares will be
validly issued, fully paid and nonassessable.
3. When Depositary Shares shall have been issued and sold as
described in the Registration Statement and the applicable deposit agreement,
and if in an underwritten offering, in accordance with the terms and conditions
BRUSSELS LOS ANGELES ORLANDO SAN FRANCISCO TAMPA
CHICAGO MADISON SACRAMENTO SILICON VALLEY TOKYO
DETROIT MILWAUKEE SAN DIEGO TALLAHASSEE WASHINGTON, D.C.
JACKSONVILLE NEW YORK SAN DIEGO/DEL MAR WEST PALM BEACH
Regency Centers Corporation
September 9, 2004
Page 2
of the applicable underwriting agreement and any related terms agreement
approved by the board of directors of the Company, and in a manner contemplated
in the Registration Statement, including the prospectus supplement relating to
those Depositary Shares, those Depositary Shares will represent legal and valid
contractual fractional interests in the underlying Preferred Shares.
4. When Common Share Warrants shall have been issued and sold as
described in the Registration Statement and the applicable warrant agreement,
and if in an underwritten offering, in accordance with the terms and conditions
of the applicable underwriting agreement and any related terms agreement
approved by the board of directors of the Company, and in a manner contemplated
in the Registration Statement, including the prospectus supplement relating to
those Common Share Warrants, those Common Share Warrants will be legally issued,
and will be valid and binding obligations of the Company, except as may be
limited by bankruptcy, insolvency, reorganization or other laws relating to the
enforcement of creditors' rights generally or by general principles of equity.
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 the reference to us under the caption "Legal Matters"
in the prospectus that is a part of the Registration Statement. 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
/s/ Foley & Lardner LLP
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