FOLEY & LARDNER
EXHIBIT 8.2
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
January 21, 1999
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Regency Realty Corporation
Qualification as Real Estate Investment Trust
Ladies and Gentlemen:
You have requested our opinions with respect to qualification of Regency Realty
Corporation ("Regency") as a real estate investment trust (a "REIT") for
federal income tax purposes and, specifically, that the performance of the
Agreement and Plan of Merger (the "Merger Agreement") dated September 23, 1998,
by and between Pacific Retail Trust ("Pacific Retail") and Regency will not
jeopardize the status of Regency as a REIT under the Internal Revenue Code of
1986, as amended, (the "Code"), as required by Section 7.1(f) of the Merger
Agreement.
In providing this opinion, we have relied on (i) representations provided by
Regency concerning certain facts underlying and relating to its qualification
as a "real estate investment trust," certain facts underlying and relating to
the merger, and the Regency Board of Directors' adoption of the Amendment to
Articles of Incorporation of Regency described in the Registration Statement on
Form S-4 (the "Registration Statement"), (ii) the description of the
transaction as set forth in the Merger Agreement and the exhibits thereto,
(iii) the description of the transaction as set forth in the Joint Proxy
Statement and Prospectus included as part of the Registration Statement and the
exhibits thereto, and (iv) representations provided by Pacific Retail
concerning certain facts underlying and relating to (x) the Merger and (y) its
qualification as a "real estate investment trust."
In connection with the opinions rendered below, we have assumed generally that:
1. each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate,
if a copy; and has not been amended;
2. during its short taxable year ended December 31, 1993 and subsequent
taxable years, Regency has operated and will continue to operate in such
a manner that makes and will continue to make the factual
representations contained in a certificate, dated as of the date hereof
and executed by a duly appointed officer of Regency (the "Officer's
Certificate"), true for such years;
3. Regency will not make any amendments to its organizational documents or
to the organizational documents of Regency Realty Group, Inc., a Florida
corporation ("Management Company"), or Regency Centers, L.P., after the
date of this opinion that would affect its qualification as a REIT for
any taxable year;
4. no actions will be taken by Regency, or Management Company after the
date hereof that would have the effect of altering the facts upon which
the opinion set forth below is based.
In connection with the opinions rendered below, we also have relied upon the
correctness of the factual representations contained in the Officer's
Certificate.
Based solely on the documents and assumptions set forth above and the factual
representations set forth in the Officer's Certificate, and without further
investigation, we are of the opinion that:
1. Regency has qualified to be taxed as a REIT pursuant to sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the
"Code"), for its taxable years ended, December 31, 1993 through December
31, 1997, and Regency's organization and current and proposed method of
operation has enabled it and will continue to enable it to continue to
satisfy the requirements for qualification as a REIT provided Regency
meets and continues to meet the asset composition, source of income,
shareholder diversification, distribution and other requirements of the
Code necessary for Regency to qualify as a REIT. We have performed no
due diligence and have made no efforts to verify the accuracy and
genuineness of the documents and assumptions set forth above, and the
representations set forth in the Officer's Certificate. We will not
review on a continuing basis Regency's compliance with such documents,
assumptions or representations. Accordingly, no assurance can be given
that the actual results of Regency's operations for its 1998 and
subsequent taxable year, will satisfy the requirements for qualification
and taxation as a REIT.
2. Regency's failure to qualify as a domestically controlled REIT as
defined in section 897(h) of the Code will not jeopardize the status of
Regency as a "real estate investment trust" under the Code.
3. The performance of the Merger Agreement will not jeopardize the status
of Regency as a "real estate investment trust" under the Code.
This opinion is based on current provisions of the Code, the Treasury
regulations promulgated thereunder, and interpretations of the Code and such
regulations by the courts and the Internal Revenue Service, as they are in
effect and exist at the date of this opinion. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change that is made after the date hereof in any of the bases for our
opinion could adversely affect our conclusions.
We hereby consent to the inclusion of this opinion as Exhibit 8.2 to the
Registration Statement and to the reference to this firm under the caption "The
Merger -- Material Federal Income Tax Consequences" in the Joint Proxy
Statement and 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