Exhibit 5.1
December 15, 1998
Regency Centers, L.P.
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-4
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-4 of Regency Centers, L.P. (the "Issuer") and the guarantors
named therein ("Guarantors"), under the Securities Act of 1933, as amended (the
"Securities Act"), for the registration of up to (a) $100,000,000 aggregate
principal amount of 7-1/8% Notes Due July 15, 2005 of the Issuer (the "New
Notes") and (b) the guarantee of the Guarantors with respect to the New Notes
(the "New Guarantees"), to be issued in exchange for a like principal amount of
outstanding 7-1/8% Notes Due July 15, 2005 of the Issuer (the "Old Notes") and
the existing like guarantees thereof (the "Old Guarantees"), respectively, which
have not been registered under the Securities Act. The Registration Statement
filed concurrently herewith is referred to herein as the "Registration
Statement."
In connection with the issuance of such securities, we have examined and
are familiar with: (a) the agreements of limited partnership of the Issuer and
of each Guarantor which is a limited partnership, each as presently in effect,
(b) the articles of incorporation and bylaws of each Guarantor which is a
corporation, each as presently in effect, (c) the proceedings of and actions
taken by the Board of Directors of Regency Realty Corporation ("Regency"), as
general partner of the Issuer, in connection with the issuance and sale of the
New Notes, (d) the proceedings of and actions taken by the Board of Directors of
each Guarantor in connection with the issuance of the New Guarantees and (e)
such other records, certificates and documents as we have considered necessary
or appropriate for purposes of this opinion.
1. The New Notes have been duly authorized, and when duly executed,
authenticated, issued and delivered in exchange for a like principal amount of
Old Notes, will constitute valid and legally binding obligations of the Issuer
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, fraudulent transfer, equitable subordination, fair dealing,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
2. The New Guarantees have been duly authorized, and when duly executed,
issued and delivered by the Guarantors in exchange for the Old Guarantees, and
when the New Notes have been issued and authenticated, will constitute valid and
legally binding obligations of the Guarantors enforceable in accordance with
their terms, subject, as to enforcement, to
Regency Centers, L.P.
December 15, 1998
Page 2
bankruptcy, fraudulent transfer, equitable subordination, fair dealing,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
We assume no obligation to supplement this opinion letter if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinions expressed herein after the date hereof.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 in said
Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
FOLEY & LARDNER
By:/s/ Linda Y. Kelso
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Linda Y. Kelso