EXHIBIT 8.1
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
July 10, 2001
Pennsylvania Real Estate Investment Trust
The Bellevue
200 S. Broad Street
Philadelphia, Pennsylvania 19102
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
matters in connection with the preparation of a Prospectus and Prospectus
Supplement for Pennsylvania Real Estate Investment Trust (the "Company"), a
Pennsylvania trust, with respect to the offering and sale of shares of
beneficial interest in the Company (the "Shares") pursuant to a registration
statement on Form S-3 (No. 33-61115, effective September 11, 1995) (as amended
to the date hereof, the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), covering $200,000,000 in aggregate public offering price of
Debt Securities, Preferred Shares, Shares of Beneficial Interest, $1.00 par
value per share (the "Shares"), Share Warrants and Shareholder Rights and in
connection with the offering under the Registration Statement, pursuant to a
Prospectus and Prospectus Supplement each dated July 10, 2001 (collectively, the
"Prospectus"). Terms used herein and not otherwise defined are as defined in the
Prospectus.
This opinion is based, in part, on various assumptions and
representations, including representations made by you as to factual matters set
forth in the Prospectus and in a letter delivered to us by you today. This
opinion is also based upon the Internal Revenue Code of 1986 as amended (the
"Code"), Treasury Regulations promulgated thereunder and existing administrative
and judicial interpretations thereof, all as they exist as of the date of this
letter. All of the foregoing statutes, regulations and interpretations are
subject to change, in some circumstances with retroactive effect. Any changes to
the foregoing authorities might result in modifications of our opinions
contained herein.
Based on the foregoing, we are of the opinion that the statements in
the Prospectus set forth under the caption "Federal Income Tax Considerations,"
to the extent such statements constitute matters of law, summaries of legal
matters or legal conclusions, have been reviewed by us and are accurate in all
material respects.
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We express no opinion with respect to the transactions described in the
Prospectus other than those expressly set forth herein. This opinion represents
our best legal judgement, but it has no binding effect or official status of any
kind, and no assurance can be given that contrary positions may not be taken by
the Internal Revenue Service or a court.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not admit that we come within the categories of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
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