Exhibit 5.01
November 19, 2002
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
Re: Federal Realty Investment Trust
Registration Statement on Form S-3
Underwritten Public Offering of $150,000,000 6 1/8% Notes due 2007
Ladies and Gentlemen:
We have acted as counsel to Federal Realty Investment Trust, a Maryland
real estate investment trust (the "Company"), in connection with the filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a prospectus supplement dated November 14, 2002 (the "Prospectus
Supplement") to the prospectus dated September 30, 1998 (the "Prospectus")
contained in the registration statement on Form S-3 (File No. 033-63687) (the
"Registration Statement"), which was declared effective on September 30, 1998.
The Prospectus and the Prospectus Supplement are together referred to herein as
the "Prospectus." The Prospectus related to the issuance and sale by the Company
of $150,000,000 aggregate principal amount of its 6 1/8% Notes due November 15,
2007 (the "Notes"), pursuant to the Underwriting Agreement dated November 14,
2002 between the Company and the Underwriters (as defined below) (the
"Underwriting Agreement") and the related Pricing Agreement dated November 14,
2002 between the Company and the Underwriters (the "Pricing Agreement"), to the
firms named in Schedule I to the Pricing Agreement (the "Underwriters"). The
Notes will be offered and sold pursuant to an Indenture (the "Indenture") dated
as of September 1, 1998 between the Company and Wachovia Bank National
Association, formerly known as First Union National Bank (the "Trustee").
In rendering our opinion, we have examined the following:
(i) the Registration Statement;
(ii) the Prospectus;
(iii) the Indenture;
(iv) the Declaration of Trust of the Company, as certified by the
Maryland State Department of Assessments and Taxation on
November 13, 2002;
(v) the Bylaws, as amended, of the Company, as certified by the
Secretary of the Company on November 19, 2002;
(vi) resolutions of the Board of Directors dated September 2, 1998
approving the Indenture, as certified by the Secretary of the
Company on November 19, 2002;
(vii) resolutions of the Board of Directors of the Company adopted at a
special meeting of the Board held on September 2, 1998, approving
the Registration Statement, as certified by the Secretary of the
Company on November 19, 2002;
(viii) resolutions of the Board of Directors of the Company with respect to
the offering of the Notes adopted by unanimous written consent in
lieu of a meeting of the Board on November 13, 2002, as certified
by the Secretary of the Company on November 19, 2002;
(ix) resolutions of the Pricing Committee with respect to the offering of
the Notes adopted on November 14, 2002;
(x) A certificate of an officer of the Company dated as of the date
hereof; and
(xi) Such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary
for the purposes of rendering this opinion.
The documents referred to in clauses (vi) through (viii) are collectively
referred to as the "Resolutions." In our examination of the aforesaid documents,
we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the completeness and authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified, telecopied, photostatic or reproduced copies. In
connection with the opinions expressed below, we have assumed that, at and prior
to the time of the sale and delivery of any Notes pursuant to the Registration
Statement, (i) the Resolutions have not been amended, modified or rescinded,
(ii) the Registration Statement has been declared effective and no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings with respect thereto have been commenced or threatened, and
(iii) there has not occurred any change in law materially adversely affecting
the power of the Company to offer and sell the Notes or the validity of the
Notes.
We have also assumed that the offering, sale and delivery of the Notes, and
compliance by the Company with the rights, powers, privileges and preferences
and other terms of the Notes will not at the time of such offering, sale and
delivery violate or conflict with (i) the Declaration of Trust, as then amended,
restated and supplemented,
and Bylaws, as then amended, restated and supplemented, of the Company, (ii) any
provision of any license, indenture, instrument, mortgage, contract, document or
agreement to which the Company is then a party or by which the Company is then
bound, or (iii) any law or regulation or any decree, judgment or order then
applicable to the Company.
Based upon the foregoing and subject to the limitations and qualifications
hereinafter set forth, we are of the opinion that the Notes will constitute
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms when duly executed and delivered by the
Company against payment therefor and countersigned or authenticated by the
Trustee in accordance with the Indenture and delivered to and paid for by the
purchasers of the Notes in the manner contemplated by the Underwriting
Agreement.
The opinion above with respect to the enforceability of obligations may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and by the exercise of judicial discretion and the
application of principles of equity, including, without limitation, requirements
of good faith, fair dealing, conscionability and materiality (regardless of
whether the Notes are considered in a proceeding in equity or at law). Such
opinions shall be understood to mean only that if there is a default in
performance of an obligation, (i) if a failure to pay or other damage can be
shown and (ii) if the defaulting party can be brought into a court which will
hear the case and apply the governing law, then, subject to the availability of
defenses and to the exceptions set forth in the previous sentence, the court
will provide a money damage (or perhaps injunctive or specific performance)
remedy.
This opinion is limited to the laws of the United States, the General
Corporation Law of Maryland and New York contract law (but not including any
statutes, ordinances, administrative decisions, rules or regulations of any
political subdivision of the State of New York), in each case excluding choice
of law provisions thereof. We render no opinions with respect to the law of any
other jurisdiction. Our opinion is rendered only with respect to the laws and
the rules, regulations and orders thereunder that are currently in effect. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion. This opinion has been prepared solely for your use
in connection with the filing of the Prospectus to the Registration Statement,
and should not be quoted in whole or in part or otherwise be referred to, nor
otherwise be filed with or furnished to, any governmental agency or other person
or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Matters." The giving of this consent, however, does not
constitute an admission that we are "experts" within the meaning of Section 11
of the Securities Act of 1933 (the "Act"), as amended, or within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
SHAW PITTMAN LLP