KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue
Second Floor
Washington, D.C. 20036
October 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 October 1, 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 4,000,000 shares of
7.95% Series A Cumulative Redeemable Preferred Shares, no par value ("Shares"),
pursuant to an underwriting agreement and a pricing agreement, each dated
October 1, 1997 (together, the "Underwriting Agreement") between the Trust and
Goldman, Sachs & Co., Prudential Securities Incorporated and Smith Barney 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
Federal Realty Investment Trust
October 3, 1997
Page 2
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 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 October 3, 1997.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Thomas F. Cooney
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Thomas F. Cooney