Exhibit 8
[Letterhead of Cahill Gordon & Reindel]
February 14, 1997
(212) 701-3000
First Industrial Realty Trust, Inc.
150 North Wacker Drive, Suite 150
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as tax counsel to First Industrial Realty Trust,
Inc. (the "Company") in connection with the Form S-3 Registration Statements
filed by the Company with the Securities and Exchange Commission on February
14, 1997, including the documents incorporated by reference therein (the
"Registration Statements").* We have been asked to provide our opinion on
certain federal income tax matters arising under the Internal Revenue Code of
1986, as amended (the "Code"), relating to the Company's qualification for
taxation as a real estate investment trust (a "REIT") under the Code.
- ---------------------
* Capitalized terms used in this letter that are not otherwise defined
herein have the meanings ascribed to them in the Registration Statement.
-2-
The opinions set forth in this letter are based on relevant
provisions of the Code, Treasury Regulations thereunder (including proposed
and temporary regulations) and interpretations of the foregoing as expressed
in court decisions and administrative determinations as of the date hereof.
These provisions and interpretations are subject to changes that might result
in modifications of our opinions.
For purposes of rendering the opinions contained in this letter,
we have reviewed (i) the Registration Statements; (ii) the Articles of
Incorporation of each of the Company, First Industrial Finance Corporation
(the "Financing Partnership Subsidiary"), First Industrial Management
Corporation (the "Mortgage Loan Properties Management Company"), First
Industrial Third-Party Management Corporation ("First Industrial Management"),
First Industrial Enterprises of Michigan, Inc. ("Damone/Andrew"), First
Industrial Pennsylvania Corporation ("First Industrial Pennsylvania"), First
Industrial Harrisburg Corporation ("First Industrial Harrisburg"), First
Industrial Securities Corporation ("First Industrial Securities"), First
Industrial Mortgage Corporation ("First Industrial Mortgage"), FR
Acquisitions, Inc. ("FR Acquisitions"), First Industrial Indianapolis
Corporation ("First Industrial Indianapolis") and FI Development Services
Corporation ("First Industrial Development"); (iii) the partnership agreement
of each of First Industrial, L.P. (the "Operating Partnership"), First
Industrial Financing Partnership, L.P. (the "Financing Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First
Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial
Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage
Partnership, L.P. (the "Mortgage Partnership"), First Industrial
Indianapolis, L.P. (the "Indianapolis Partnership"), First Industrial
Development Services Group, L.P. (the "Development Partnership") and FI
Development Services Group, L.P. (the "FI Development Partnership"); and (iv)
such other documents, law and facts as we have deemed necessary to render the
opinions set forth in this letter. In our review, we have assumed the
genuineness of all signatures; the proper execution of all documents; the
authenticity of all documents submitted to us as originals; the conformity to
originals of all documents submitted to us as copies; and the authenticity of
the originals of any copies.
In addition, for purposes of rendering the opinions set forth
herein, we have assumed that (i) each of the Company, the Financing
Partnership Subsidiary, the Mortgage Loan Properties Management Company,
First Industrial Management, First Industrial Pennsylvania, First Industrial
Harrisburg, First Industrial
-3-
Securities, First Industrial Mortgage, FR Acquisitions, First Industrial
Indianapolis and First Industrial Development is a validly organized and duly
incorporated corporation under the laws of the State of Maryland; (ii)
Damone/Andrew is a validly organized and duly incorporated corporation under
the laws of the State of Michigan; and (iii) each of the Operating
Partnership, the Financing Partnership, the Pennsylvania Partnership, the
Harrisburg Partnership, the Securities Partnership, the Mortgage Partnership,
the Indianapolis Partnership, the Development Partnership and the FI
Development Partnership is a duly organized and validly existing limited
partnership subject to the Delaware Revised Uniform Limited Partnership Act.
These opinions also are premised on certain written
representations made by (i) the Company, both in its capacity as a corporate
entity and as general partner of the Operating Partnership; (ii) the
Financing Partnership Subsidiary in its capacity as general partner of the
Financing Partnership; (iii) First Industrial Pennsylvania in its capacity as
general partner of the Pennsylvania Partnership; (iv) First Industrial
Harrisburg in its capacity as general partner of the Harrisburg Partnership;
(v) First Industrial Securities in its capacity as general partner of the
Securities Partnership; (vi) First Industrial Mortgage in its capacity as
general partner of the Mortgage Partnership; (vii) First Industrial
Indianapolis in its capacity as general partner of the Indianapolis
Partnership; and (viii) First Industrial Development in its capacity as
general partner of the Development Partnership and the FI Development
Partnership, in certificates dated the date hereof (the "Certificates"). For
purposes of our opinions, we have not made an independent investigation of
the representations contained in the Certificates, and consequently we have
relied on the representations therein that the information contained in the
Certificates or otherwise furnished to us accurately describes all material
facts relevant to our opinions.
Based upon and subject to the foregoing, we are of the opinion
that:
(i) Commencing with the Company's taxable year ended on December
31, 1994, the Company has been organized in conformity with the requirements
for qualification as a REIT under the Code, and the Company's method of
operation, as described in the Registration Statements and as set forth in
the Certificates, will enable it to meet the requirements for qualification
and taxation as a REIT, provided that the Company continues to satisfy the
applicable asset composition, source of income, shareholder
-4-
diversification, distribution, recordkeeping and other requirements of the
Code necessary for a corporation to qualify as a REIT; and
(ii) The information in the Registration Statements under the
heading "Certain Federal Income Tax Considerations", to the extent that such
information constitutes conclusions of law, has been reviewed by us and is
correct in all material respects.
We express no opinion with respect to the matters described herein
or in the Registration Statements other than those expressly set forth
herein. Our opinions are not binding on the Internal Revenue Service (the
"IRS") and the IRS may disagree with the opinions contained herein. Although
we believe that our opinions would be sustained if challenged, there can be
no assurance that this will be the case. The opinions expressed herein are
based upon the law as it currently exists. Consequently, future changes in
the law may cause the federal income tax treatment of the matters referred to
herein to be materially and adversely different from that described above. In
addition, any variation in the facts from those set forth in the Registration
Statements, the representations contained in the Certificates or otherwise
provided to us may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a REIT depend upon the Company's
ability to meet, through actual annual operating results, distribution
levels, diversity of stock ownership and various other qualification tests
imposed under the Code, none of which will be reviewed by us. Accordingly, no
assurance can be given that the actual results of the Company's operations
for any taxable year will satisfy the requirements for the Company to
maintain its qualification as a REIT.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statements and to the reference to our firm therein as
counsel to the Company. Our consent to such reference does not constitute a
consent under Section 7 of the Securities Act of 1933, as amended, as in
consenting to such reference we have not certified any part of the
Registration Statements and do not otherwise come within the categories of
persons whose consent is required under such Section 7 or under the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel