KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue
Second Floor
Washington, D.C. 20036
February 3, 1997
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
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 Rockville, Maryland ("Trust"), in connection
with a Prospectus Supplement, dated January 30, 1997 to the Trust's Prospectus,
dated November 7, 1995 (registration statement No. 33-63687) ("Registration
Statement") relating to the Trust's offering and sale of 3,000,000 common shares
of beneficial interest, no par or stated value ("Shares") pursuant to a Purchase
Agreement, dated January 30, 1997 (the "Purchase Agreement") between the Trust
and Merrill Lynch Growth Fund.
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
February 3, 1997
Page 2
The Shares have been duly authorized by the Trust and when delivered
against payment therefor as contemplated in the Purchase 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 February 3, 1997.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Simon M. Nadler
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Simon M. Nadler