KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue
Second Floor
Washington, D.C. 20036
May 23, 1996
Federal Realty Investment Trust
4800 Hampden Lane, Suite 500
Bethesda, Maryland 20814
Ladies and Gentlemen:
You have requested our opinion as counsel to Federal Realty
Investment Trust, a business trust organized under the laws of the
District of Columbia with its headquarters located in Bethesda, Maryland
("Trust"), in connection with a Prospectus Supplement, dated May 21, 1996
to the Trust's Prospectus, dated November 7, 1995 (registration statements
No. 33-63687; 33-51029) ("Registration Statement") relating to the Trust's
offering and sale of 1,818,182 common shares of beneficial interest, no
par or stated value ("Shares") pursuant to an underwriting agreement and a
pricing agreement, each dated May 21, 1996 (together, the "Underwriting
Agreement") between the Trust and J.P. Morgan Securities Inc.
We have participated in the preparation of the Registration
Statement, and in connection therewith, have examined and relied upon the
originals or copies of such records, agreements, documents and other
instruments, including the Third Amended and Restated Declaration of Trust
of the Trust ("Declaration of Trust"), the Bylaws of the Trust, the
minutes of the meetings of the Trustees to date relating to the
authorization and issuance of the Shares and have made such inquiries of
such officers and representatives as we have deemed relevant and necessary
as the basis for the opinion hereinafter set forth. In such examination,
we have assumed, without independent verification, the genuineness of all
signatures (whether original or photostatic), the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all
documents submitted to us as certified or photostatic copies. We have
assumed, without independent verification, the accuracy of the relevant
facts stated therein.
As to any other facts material to the opinion expressed herein
that were not independently established or verified, we have relied upon
statements and representations of officers and employees of the Trust.
Based upon the foregoing and subject to the qualifications set
forth below, we are of the opinion that:
Federal Realty Investment Trust
May 23, 1996
Page 2
The Shares have been duly authorized by the Trust and when
delivered against payment therefor as contemplated in the Underwriting
Agreement, the Shares will be legally issued, fully paid and non-
assessable, except as described in the Prospectus that forms a part of the
Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to
the Trust's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 23, 1996.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Thomas F. Cooney, III
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Thomas F. Cooney, III