FOLEY & LARDNER
POST OFFICE BOX 240
JACKSONVILLE, FLORIDA 32201-0240
THE GREENLEAF BUILDING
200 LAURA STREET
JACKSONVILLE, FLORIDA 32202-3510
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
April 12, 1999
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 of Regency Centers, L.P. (the "Issuer") and the guarantors
named therein ("Guarantors"), under the Securities Act of 1933, as amended (the
"Securities Act"), for the issuance of (a) $200,000,000 aggregate principal
amount of 7.40% Notes Due April 1, 2004 of the Issuer (the "Notes") and (b) the
guarantee of the Guarantors 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 agreements of limited partnership of the Issuer
and of each Guarantor which is a limited partnership, each as presently in
effect, (b) the articles of incorporation and bylaws of each Guarantor which is
a corporation, each as presently in effect, (c) the proceedings of and actions
taken by the Board of Directors of Regency Realty Corporation ("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
each Guarantor 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 the Guarantors and, when the Notes have been issued and
authenticated, will constitute valid and legally binding obligations of the
Guarantors 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.
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 5.1 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
By: /s/ Linda Y. Kelso
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Linda Y. Kelso