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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:
You have requested our opinions as tax counsel to Regency Centers
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, 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 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;
3. the Company will not make any amendments to its organizational
documents or to the organizational documents of Regency Realty Group, Inc., a
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
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
Registration Statement under the captions "Certain Federal Income Tax
Considerations" and "ERISA 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 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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