Exhibit 5.01
May 9, 2003
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852-4041
Re: Federal Realty Investment Trust Registration Statement on Form S-3
Underwritten Public Offering of Up to 3,236,245 Common Shares
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 to the prospectus contained in the
registration statement on Form S-3, No. 333-100819 (collectively, the
"Registration Statement"), which was declared effective on November 6, 2002. The
prospectus supplement and prospectus together are herein referred to as the
"Prospectus." The Prospectus relates to the public offering of up to 3,236,245
common shares of beneficial interest, par value $.01 per share (the "Shares"),
of the Company, pursuant to the terms of an underwriting agreement dated as of
May 9, 2003 by and between the Company and the underwriter named therein (the
"Underwriting Agreement") and the related pricing agreement dated May 9, 2003 by
and between the Company and the underwriter named therein (the "Pricing
Agreement").
For the purposes of this opinion, we have examined copies of the
following documents:
(i) the Declaration of Trust of the Company as certified by the
Maryland State Department of Assessments and Taxation on May 5,
2003 (the "Declaration of Trust");
(ii) the Amended and Restated Bylaws of the Company (the "Bylaws");
(iii) the Articles of Incorporation of Street Retail, Inc., a Maryland
corporation ("SRI") as certified by the Maryland State
Department of Assessments and Taxation on May 5, 2003;
Federal Realty Investment Trust
May 9, 2003
Page 2
(iv) the Bylaws, as amended, of SRI;
(v) the Registration Statement;
(vi) the Prospectus;
(vii) the Underwriting Agreement;
(viii) the Pricing Agreement;
(ix) minutes of the Pricing Committee of the Board of Trustees of
the Company, dated May 9, 2003, with respect to the offering
of the Shares, and minutes of the Board of Trustees of the
Company with respect to the offering of the Shares, dated
May 7, 2003;
(x) minutes of the Board of Trustees of the Company, dated
October 29, 2002, with respect to the Registration Statement
(together with the minutes described in (ix), above, the
"Resolutions");
(xi) a copy of the specimen certificate for the Shares to be issued
pursuant to the Underwriting Agreement;
(xii) the documents incorporated by reference into the Registration
Statement;
(xiii) certificates of good standing from the states where the Company
and SRI are qualified to do business; and
(xiv) such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for
the purposes of rendering this opinion.
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.
Federal Realty Investment Trust
May 9, 2003
Page 3
In connection with the opinions expressed below, we have assumed that,
at and prior to the time of the sale and delivery of Shares 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 Shares or the
validity of the Shares. We have also assumed that the offering, sale and
delivery of Shares will not at the time of such offering, sale and delivery
violate or conflict with (1) the Declaration of Trust, as then amended, restated
and supplemented, and Bylaws, as then amended, restated and supplemented, of the
Company, (2) 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 (3) any law or regulation or any decree, judgment
or order then applicable to the Company. We have further assumed that the number
of Shares to be offered and sold pursuant to the Registration Statement will not
at the time of such offering and sale exceed the amount of such class of capital
shares authorized in the Declaration of Trust, as then amended, restated or
supplemented, and unissued (and not otherwise reserved for issuance) at such
time.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares, when sold, issued and delivered by the Company in
accordance with the terms of the Underwriting Agreement and the Pricing
Agreement, will be validly issued, fully paid and nonassessable.
Certain members of our firm are members of the Bar of the State of
Maryland (though we do not have an office in Maryland), and this opinion is
limited to the laws of the United States and the General Corporation Law of
Maryland. 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
Federal Realty Investment Trust
May 9, 2003
Page 4
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,
/s/ SHAW PITTMAN LLP
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SHAW PITTMAN LLP