Exhibit 5
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
August 15, 1996
Federal Realty Investment Trust
4800 Hampden Lane, Suite 500
Bethesda, Maryland 20814
Ladies and Gentlemen:
You have requested our opinion as counsel to Federal Realty Investment
Trust, a business trust organized under the laws of the District of Columbia
with its headquarters located in Bethesda, Maryland ("Trust"), in connection
with a Prospectus Supplement, dated August 13, 1996 to the Trust's Prospectus,
dated November 7, 1995 (registration statement No. 33-63687) ("Registration
Statement") relating to the Trust's issuance and sale of $50,000,000 principal
amount of 7.48% Debentures due August 15, 2026 (the "Debentures"), pursuant to
an underwriting agreement and a pricing agreement, each dated August 13, 1996
(together, the "Underwriting Agreement") between the Trust and Goldman,
Sachs & Co.
We have participated in the preparation of the Registration Statement, and
in connection therewith, have examined and relied upon the originals or copies
of such records, agreements, documents and other instruments, including the
Third Amended and Restated Declaration of Trust of the Trust ("Declaration of
Trust"), the Bylaws of the Trust, the minutes of the meetings of the Trustees to
date relating to the authorization and issuance of the Debentures and have made
such inquiries of such officers and representatives as we have deemed relevant
and necessary as the basis for the opinion hereinafter set forth. In such
examination, we have assumed, without independent verification, the genuineness
of all signatures (whether original or
photostatic), the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, and the conformity to authentic original
documents of all documents submitted to us as certified or photostatic copies.
We have assumed, without independent verification, the accuracy of the relevant
facts stated therein.
As to any other facts material to the opinion expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and employees of the Trust.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
The Debentures have been duly authorized and executed by the Trust and
delivered by the Trust, authenticated in accordance with the terms of the
Indenture, and when delivered against payment therefor as contemplated in the
Underwriting Agreement, the Debentures will constitute valid and legally binding
obligations of the Trust enforceable in accordance with their terms, except to
the extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting enforcement of creditors'
rights or by general equity principles.
To the extent that the obligations of the Trust under the Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized validly existing and in good standing under the
applicable laws of the jurisdiction of organization of the Trustee; that the
Trustee is in compliance generally with respect to acting as a trustee under the
Indenture, and with all applicable laws and regulations; and that the Trustee
has the requisite organizational and legal power and authority to perform its
obligation under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 15, 1996.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Thomas F. Cooney, III
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Thomas F. Cooney, III