Exhibit 5.1 and 24.2


                           Kirkpatrick & Lockhart LLP
                        1800 Massachusetts Avenue, N.W.
                                   2nd Floor
                              Washington, DC 20036




                               September 17, 1998




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"), relating to the
issuance of 1,900,000  common  shares of beneficial  interest,  no par or stated
value  ("Shares"),  pursuant to awards to be made under the Trust's  Amended and
Restated 1993 Long-Term Incentive Plan (the "Plan").

         We have  participated in the preparation of the Registration  Statement
on Form  S-8  (the  "Registration  Statement")  relating  to the  Plan  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 Amended 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:

         The Shares have been duly  authorized  by the Trust and when  delivered
against  payment  therefor as contemplated in the  Registration  Statement,  the
Shares  will be  legally  issued,  fully  paid  and  non-assessable,  except  as
described in the Registration Statement.




Federal Realty Investment Trust
September 17, 1998
Page 2


         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  filed with the  Securities  and Exchange  Commission on
September 17, 1998.



                                          Very truly yours,


                                          KIRKPATRICK & LOCKHART LLP


                                          By:/s/ Thomas F. Cooney, III
                                             -----------------------------
                                                 Thomas F. Cooney, III