KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
April 17, 1997
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
Ladies/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 April 17, 1997 to the Trust's Prospectus,
dated November 7, 1995 (registration statement No. 33-63687) ("Registration
Statement") relating to the issue and sale by the Trust of a series of its debt
securities entitled "Medium-Term Notes Due Nine Months or More from Date of
Issue" (the "Notes"), pursuant to a distribution agreement, dated April 17, 1997
(the "Distribution Agreement") between the Trust and J.P. Morgan Securities
Inc., Alex. Brown & Sons Incorporated, First Union Capital Markets Corp.,
Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
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 for issuance of the Notes and have made
such inquiries of such officer 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:
The Notes have been duly authorized for issuance, offer and sale
pursuant to the Distribution Agreement, and when issued, authenticated and
delivered pursuant to the provisions of the Distribution Agreement and the
Indenture, dated as of December 1, 1993, between the Trust and Signet Trust
Company ("Indenture"), against payment of the consideration therefor, the Notes
will constitute valid and legally binding obligations of the Trust enforceable
in accordance with their terms, except to the extent that enforcement thereof
may be limited by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting enforcement of creditors' rights or by general equity
principles.
To the extent that the obligations of the Trust under the Distribution
Agreement and Indenture may be dependent upon such matters, we assume for
purposes of this opinion that the Trustee, Calculation Agent and Paying Agent
are, respectively, duly organized, validly existing and in good standing under
the applicable laws of the jurisdictions of organization of the Trustee,
Calculation Agent and Paying Agent; that the Trustee, Calculation Agent and
Paying Agent are, respectively, in compliance generally with respect to acting
as a trustee, calculation agent and paying agent under the Indenture and
Distribution Agreement, and with all applicable laws and regulations; and that
the Trustee, Calculation Agent and Paying Agent have, respectively, the
requisite organizational and legal power and authority to perform their
respective obligations under the Indenture and Distribution Agreement.
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 April 17, 1997.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Simon M. Nadler
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Simon M. Nadler