Exhibit 5
[Cahill Gordon & Reindel Letterhead]
February 14, 1997
(212) 701-3000
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, IL 60606
Ladies and Gentlemen:
We have acted as counsel for First Industrial Realty Trust, Inc. (the
"Company") and First Industrial, L.P. (the "Operating Partnership") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement"), filed by the Company and the Operating Partnership with the
Securities and Exchange Commission (the "Commission") for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of (A) securities of
the Company consisting of (i) common stock, par value $.01 per share (the
"Common Stock"), (ii) preferred stock, par value $.01 per share (the "Preferred
Stock"), and (iii) depositary shares which may represent shares of Preferred
Stock (the "Depositary Shares") to be offered from time to time by the Company
for aggregate proceeds of up to $150,000,000 and (B) senior debt securities of
the Operating Partnership, to be offered from time to time by the Operating
Partnership, pursuant to an indenture (the "Indenture") to be entered into
between the Operating Partnership and a trustee to be identified in a prospectus
supplement to the prospectus contained in the Registration Statement, for
aggregate proceeds of up to $350,000,000. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Registration Statement.
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In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the Amended
and Restated Articles of Incorporation and Bylaws of the Company, each as
amended to date, the Second Amended and Restated Limited Partnership Agreement
of the Operating Partnership, as amended to date, resolutions of the Board of
Directors of the Company with respect to the filing of the Registration
Statement and such other documents as we have deemed necessary or appropriate
for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Company.
Based upon the foregoing examination, information supplied and assumptions,
it is our opinion that:
1. the Common Stock has been duly authorized by all necessary
corporate action of the Company and when the shares of Common Stock have
been issued, delivered and paid for or upon conversion, exchange or
exercise of any Preferred Stock or Depositary Shares in accordance with the
terms of such Preferred Stock or Depositary Shares or the instrument
governing such Preferred Stock or Depositary Shares providing for such
conversion, exchange or exercise as approved by the Company's Board of
Directors, for the consideration approved by the Company's Board of
Directors, such shares of Common Stock will be legally issued, fully paid
and non-assessable;
2. the Preferred Stock and the representation of such Preferred Stock
by Depositary Shares, as described in the prospectus contained in the
Registration Statement, have been duly authorized by all necessary
corporate action of the Company and when (a) the Company's Board of
Directors has classified the Preferred Stock by setting the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms or conditions of redemption and the SDAT
has accepted for record Articles Supplementary setting forth the foregoing
characteristics of each series of Preferred Stock prior to the issuance
thereof, and (b) the shares of Preferred Stock and, if applicable,
Depositary Shares, have been issued, delivered and paid for, such shares of
Preferred Stock and, if applicable, Depositary Shares, will be legally
issued, fully paid and non-assessable; and
3. with respect to Debt Securities, when (a) the Indenture under which
a series of Debt Securities is to be issued has been
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duly executed and delivered by the parties thereto and duly qualified under
the Trust Indenture Act of 1939, as amended, (b) the definitive terms of
any series of Debt Securities and of their issue and sale have been duly
established in accordance with the provisions of the Indenture so as not to
violate any applicable law or agreement or instrument then binding on the
Operating Partnership, (c) such series of Debt Securities has been duly
executed by the Operating Partnership and authenticated by the trustee
under the Indenture, (d) such series of Debt Securities has been issued and
delivered in the manner contemplated by the Indenture, the Registration
Statement, the prospectus contained therein and the applicable prospectus
supplement, and (e) such series of Debt Securities has been duly paid for
by the purchasers thereof, such series of Debt Securities will be entitled
to the benefits of the Indenture, and will be the valid and binding
obligation of the Operating Partnership, enforceable in accordance with its
terms, except as the enforceability thereof may be limited by the laws of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally and subject, as to enforceability, to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the Delaware
Revised Uniform Limited Partnership Act, the laws of the United States of
America and the laws of the State of New York. With respect to matters of
Maryland law, we have relied, without independent investigation, upon the
opinion of McGuire, Woods, Battle & Boothe, L.L.P., a copy of which is attached
hereto.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters" and to the inclusion of this opinion
as an exhibit to the Registration Statement. Our consent to such reference does
not constitute a consent under Section 7 of the Securities Act as in consenting
to such reference we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
[MWBB LETTERHEAD]
February 14, 1997
First Industrial Realty Trust, Inc.
150 N. Wacker Drive, Suite 150
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is furnished in our capacity as special Maryland counsel for
First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), in
connection with the filing on February 14, 1997 with the Securities and Exchange
Commission by the Company and First Industrial, L.P., a Delaware limited
partnership ("FILP"), of a registration statement on Form S-3 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the shelf registration of $150,000,000 in maximum
aggregate offering price of (i) shares of the Company's preferred stock, par
value $.01 per share (the "Preferred Stock"), (ii) shares of Preferred Stock
represented by depositary shares (the "Depositary Shares"), as described in the
prospectus included in the Registration Statement (the "Prospectus"), and (iii)
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), and $350,000,000 in maximum offering price of debt securities of FILP
(the "Debt Securities").
In connection with rendering this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the Articles of
Amendment and Restatement of the Company, dated June 13, 1994, and the Articles
of Amendment of the Company, dated June 20, 1994 and May 31, 1996, respectively;
Amended and Restated Bylaws of the Company, as amended to date; resolutions of
the board of directors of the Company; the Registration Statement; the
Prospectus; a
First Industrial Realty Trust, Inc.
February 14, 1997
Page 2
Certificate of Good Standing for the Company, dated February 13, 1997, issued by
the State Department of Assessments and Taxation of Maryland (the "SDAT"); and
such other certificates, receipts, records and documents relating to the
Company, the authorization of the Preferred Stock, Depositary Shares and Common
Stock, and the filing of the Registration Statement as we considered necessary
for the purposes of rendering this opinion.
In conducting our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
We are attorneys admitted to practice in the State of Maryland. We express
no opinion concerning the laws of any jurisdictions other than the laws of the
United States of America and the State of Maryland.
Based upon the foregoing, we are of the opinion that:
(1) The Preferred Stock and the representation of such Preferred Stock
by Depositary Shares, as described in the Prospectus, have been duly
authorized by all necessary corporate action of the Company and when (a)
the Company's board of directors has classified the Preferred Stock by
setting the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption and the SDAT has accepted for record Articles
Supplementary setting forth the foregoing characteristics of each series
of Preferred Stock prior to the issuance thereof, and (b) the shares of
Preferred Stock and, if applicable, Depositary Shares, have been issued,
delivered, and paid for, such shares of Preferred Stock and, if applicable,
Depositary Shares, will be legally issued, fully paid, and nonassessable.
(2) The Common Stock has been duly authorized by all necessary
corporate action of the Company and when the shares of Common Stock have
been issued, delivered, and paid for, or upon conversion, exchange or
exercise of any Preferred Stock or
First Industrial Realty Trust, Inc.
February 14, 1997
Page 3
Depositary Shares in accordance with the terms of such Preferred Stock or
Depositary Shares or the instrument governing such Preferred Stock or Depositary
Shares providing for such conversion, exchange or exercise as approved by the
Company's board of directors, for the consideration approved by the Company's
board of directors, such shares of Common Stock will be legally issued, fully
paid, and nonassessable.
We do not provide any opinion with respect to the Debt Securities, nor do
we provide any opinion with respect to the Depositary Shares other than our
opinion set forth herein concerning the Preferred Stock, fractional shares of
which may be offered as Depositary Shares.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
This opinion may be relied upon by Messrs. Cahill Gordon & Reindel with
respect to that firm's opinion to be filed as an exhibit to the Registration
Statement. In addition, we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus. Our consent to such reference does
not constitute a consent under Section 7 of the Securities Act and in consenting
to such reference we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ McGuire Woods Battle & Boothe, L.L.P.
MCGUIRE WOODS BATTLE & BOOTHE, LLP