EXHIBIT 8.1
[LETTERHEAD OF HIRSCHLER FLEISCHER]
June 5, 2002
Board of Directors
G REIT, Inc.
1551 N. Tustin Avenue, Suite 650
Santa Ana, CA 92705
Ladies and Gentlemen:
We are counsel to G REIT, Inc., a Virginia corporation (the "Company"),
in connection with the Registration No. 333-76498 (the "Registration") under the
Securities Act of 1933, as amended (the "Act"), of the Company's common stock.
We have been asked to provide opinions on certain federal income tax matters
related to the Company. The capitalized terms used in this letter and not
otherwise defined herein shall have the meaning ascribed to them in the latest
dated Prospectus of the Company included in the Company's Registration Statement
on Form S-11, as amended (the "Registration Statement"), filed by the Company
under the Act with the United States Securities and Exchange Commission (the
"SEC").
For purposes of this of this opinion letter, we have examined and
relied upon the following documents:
. a copy of the Prospectus;
. a copy of Amendment No. 1 to the Registration Statement;
. a copy of the Bylaws, as amended to date;
. a copy of the Articles of Incorporation, as amended to date;
. the Representation Letter dated as of the date hereof delivered to us
by the Company; and
. such additional instruments and documents, representations of the
Company and of certain other persons, and such matters of law, all as
we have deemed necessary or appropriate for purposes of this opinion.
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In our examination, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures and the
capacity of each party executing a document to so act. For purposes of opinions
contained herein, we have assumed that:
. the documents shown to us are complete and no modifications to any
documents exist;
. the documents shown to us as certified or photostatic copies of
original documents conform to the original documents;
. the documents listed above that have been reviewed in proposed or
draft form will be executed in substantially the same form as the
documents that we have reviewed; and
. all of the representations, factual assumptions and statements set
forth in the documents listed above, including, without limitation,
those set forth in the section of the Prospectus (and all amendments
thereto) entitled "FEDERAL INCOME TAX CONSEQUENCES OF OUR STATUS AS A
REIT," but excluding any legal conclusions contained therein, are true
and complete, and that the Company will satisfy or comply with all
obligations imposed by any such documents on the parties thereto, and
all obligations described in the Prospectus, as amended, that are
assumed, represented or intended to be effected by the Company in such
document to maintain its status as a REIT, have been and will be
performed or satisfied in accordance with their terms.
Our opinions are based upon the facts described in the Prospectus (and
all amendments thereto) and upon facts as they have been represented to us or
determined by us as of this date. Any inaccuracies in or alterations of such
facts may adversely affect our opinions. For purposes of our opinions, we have
relied upon the representations made by the officers and directors of the
Company as set forth in the Prospectus (and all amendments thereto) and
elsewhere, including the Representation Letter. Further, our opinions are based
upon existing statutory law and current applicable Treasury Regulations
promulgated or proposed under the Internal Revenue Code of 1986, as amended (the
"Code"), current published administrative positions of the Internal Revenue
Service (the "Service"), and judicial decisions, all of which are subject to
change either prospectively or retroactively, which changes could cause this
opinion to no longer be valid.
We hereby confirm to you the opinions and statements attributed to us
in the section of the Prospectus entitled "FEDERAL INCOME TAX CONSEQUENCES OF
OUR STATUS AS A REIT," subject to all the statements, factual representations
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HIRSCHLER FLEISCHER Page 3
and assumptions accompanying such opinions and statements. In particular, we are
of the opinion that the Company has been organized in conformity with the
requirements for qualification as a REIT beginning with its taxable year ending
December 31, 2002, and that its prior, current and anticipated methods of
operation have enabled and will enable the Company to satisfy the requirements
set forth in the Code to qualify as a REIT. Please note that the Prospectus
further states that the Company's qualification and taxation as a REIT, and its
ability to maintain its REIT status, will depend upon its ability (based on its
actual operating results) to meet the requirements set forth in the Code to
qualify as a REIT, and Hirschler Fleischer will not review compliance with such
requirements on a continuing basis or issue any opinions in the future, unless
expressly requested to do so.
You should note that the opinions contained herein have no binding effect
on the Service or official status of any kind. Thus, in the absence of a ruling
from the Service, there can be no assurance that the Service will not challenge
the conclusions or propriety of any of our opinions, nor can there be assurance
that, if challenged, the Company will prevail on such issues. In addition, the
federal income tax laws are uncertain as to many of the tax matters material to
an investment in the Company and, therefore, it is not possible to predict with
certainty future legal developments, including how courts will decide various
issues if litigated. Accordingly, there can be no assurance of the outcome of
the issues on which we are opining.
We hereby consent to the filing of this opinion with the SEC as an exhibit
to the Registration Statement and references to us in the Prospectus under the
heading "CONFLICTS OF INTEREST," under the heading "FEDERAL INCOME TAX
CONSEQUENCES OF OUR STATUS AS A REIT" and under the heading "LEGAL MATTERS."
Sincerely,
/s/ Hirschler Fleischer
HIRSCHLER FLEISCHER,
A PROFESSIONAL CORPORATION