Exhibit 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
November 29, 1999
Board of Trustees
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852-4041
Ladies and Gentlemen:
We are acting as counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Company"), in connection with its
registration statement on Form S-3 (SEC File No. 333-63619) (the "Registration
Statement"), previously declared effective by the Securities and Exchange
Commission, relating to the proposed public offering of up to $500,000,000 in
aggregate amount of one or more series of the Company's unsecured debt
securities, preferred shares or common shares of beneficial interest, which may
be offered and sold by the Company from time to time as set forth in a
prospectus and one or more supplements thereto, all of which form a part of the
Registration Statement. This opinion letter is rendered in connection with the
proposed public offering of the Company's 8 3/4% Notes due December 1, 2009 (the
"Notes"), as described in a Prospectus dated September 30, 1998 (the
"Prospectus"), and a Prospectus Supplement dated November 23, 1999 (the
"Prospectus Supplement"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Prospectus and the Prospectus Supplement.
3. The Declaration of Trust of the Company, as certified by the
Maryland State Department of Assessments and Taxation on November
17, 1999 and by the Secretary of the Company on the date hereof
as being complete, accurate, and in effect.
4. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate, and in
effect.
5. Certain resolutions of the Board of Trustees of the Company (the
"Board") adopted at a meeting held on September 2, 1998, as
certified by the Secretary of the Company on the date hereof as
being complete, accurate, and in effect, authorizing, among other
things, the filing of the Registration Statement and arrangements
in connection therewith.
6. Certain resolutions of the Board adopted by unanimous written
consent on November 18, 1999, as certified by the Secretary of
the Company on the date hereof as being complete, accurate, and
in effect, authorizing, among other things, the offer, issuance
and sale of the Notes and arrangements in connection therewith.
7. Certain resolutions of the Financing Committee of the Company
adopted by unanimous written consent as of November 23, 1999, as
certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect, relating to, among other
things, establishment of the Notes as a new series of the
Company's unsecured debt securities under the Indenture dated as
of September 1, 1998, between the Company and First Union
National Bank, as Trustee (the "Indenture"), authorization of the
Underwriting Agreement (as defined below), and arrangements in
connection therewith, and the issuance of the Notes on the terms
set forth therein and in accordance with the terms of the
Indenture.
8. An executed copy of the Underwriting Agreement and a Pricing
Agreement each dated as of November 23, 1999, by and among the
Company and the several Underwriters named therein, for whom
Goldman, Sachs & Co., J.P. Morgan Securities Inc., First Union
Securities, Inc., PNC Capital Markets, Inc. and Warburg Dillon
Read LLC will act as representatives (together, the "Underwriting
Agreement").
9. An executed copy of the Indenture.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents
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submitted to us as copies (including telecopies). This opinion letter is given,
and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Title 8 of the Corporations and Associations Article of the
Annotated Code of Maryland (the "Maryland REIT Law"). We express no opinion
herein as to any other laws, statutes, ordinances, rules, or regulations or as
to compliance with state securities (or "blue sky") laws, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, upon due authentication of the Notes by the Trustee and the due
execution and delivery of the Notes on behalf of the Company against payment of
the consideration for the Notes specified in the Underwriting Agreement, the
Notes will be validly issued and will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other laws regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and as may be
limited 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 at law or in equity).
The opinion as to enforceability expressed above 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 above, the court will provide a money damage (or perhaps injunctive or
specific performance) remedy.
To the extent that the obligations of the Company 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
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
valid and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, with respect to
acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
This opinion letter has been prepared for use solely in connection
with the filing by the Company of a Current Report on Form 8-K on the date
hereof,
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which Form 8-K will be incorporated by reference into the Registration Statement
and speaks as of the date hereof. We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this opinion letter. This
opinion letter should not be quoted in whole or in part or otherwise be referred
to, nor filed with or furnished to any governmental agency or other person or
entity, without the prior written consent of this firm. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the above-described Form 8-K and to the reference to this firm under the
caption "Legal Matters" in the Prospectus Supplement. In giving this consent,
we do not thereby admit that we are an "expert" within the meaning of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
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