EXHIBIT 5.1
October 22, 2004
Brandywine Operating Partnership, L.P.
Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462
Ladies and Gentlemen:
We have served as counsel to Brandywine Operating Partnership, L.P., a
Delaware limited partnership (the "Operating Partnership"), Brandywine Realty
Trust, a Maryland real estate investment trust (the "Company"), and the
subsidiaries of the Operating Partnership named as Subsidiary Guarantors in the
Registration Statement (as defined below) (the Subsidiary guarantors, together
with the Operating Partnership and the Company, the "Issuers") in connection
with the offer and sale of $275,000,000 principal amount 4.50% notes due 2009
(the "2009 Notes") and $250,000,000 principal amount 5.40% notes due 2014 (the
"2014 Notes", and together with the 2009 Notes, the "Notes") of the Operating
Partnership and the issuance of the unconditional guarantees of the Notes by the
Company and each of the Subsidiary Guarantors (the "Guarantees", and together
with the Notes, the "Securities"), pursuant to a Registration Statement on Form
S-3 (Registration No. 333-117078) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Notes will be issued pursuant to an
Underwriting Agreement, dated as of October 19, 2004 (the "Underwriting
Agreement"), by and among J.P. Morgan Securities Inc., Bear Stearns & Co. Inc.,
the Operating Partnership, the Company and the Subsidiary Guarantors.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Registration Statement.
In connection with our representation of the Issuers, and as a basis
for the opinions hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus (the
"Prospectus") relating to the Securities included therein in the form in which
it was transmitted to the Commission under the Act;
2. The global note evidencing the 2009 Notes and the global note
evidencing the 2014 Notes.
3. The Certificate of Limited Partnership of the Operating Partnership
(the "Partnership Certificate"), certified as of a recent date by the Office of
the Secretary of State of the State of Delaware (the "OSSSD");
4. The Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, as amended through the date hereof (the "Partnership
Agreement"), certified as of a recent date by an officer of the Company in its
capacity as the general partner of the Operating Partnership;
5. The Amended and Restated Declaration of Trust of the Company, as
amended and supplemented through the date hereof (the "Declaration of Trust"),
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
6. The Bylaws of the Company (the "Bylaws") as amended through the date
hereof, certified as of a recent date by an officer of the Company;
7. The certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement, certificate or
articles of incorporation, bylaws and declaration of trust, as applicable, of
each Subsidiary Guarantor (the "Subsidiary Charters");
8. A certificate of the OSSSD as to the good standing of the Operating
Partnership, dated as of a recent date;
9. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
10. Certificates of public officials in the jurisdiction of
incorporation, formation or organization and by other jurisdictions, as
applicable, of each of the Subsidiary Guarantors as to the good standing of the
Subsidiary Guarantors.
11. Resolutions (the "Resolutions") adopted by the Board of Trustees of
the Company, or a duly authorized committee thereof (acting on behalf of the
Company in its own capacity and its capacity as the general partner of the
Operating Partnership) and resolutions adopted by the board of directors of the
corporate Subsidiary Guarantors, relating to the execution, delivery and
performance of the Indenture (as defined below) and the issuance of the
Securities, certified as of a recent date by an officer of the Company;
12. The Underwriting Agreement, certified as of a recent date by an
officer of the Company;
13. The Indenture dated as of October 22, 2004, by and among the
Issuers and The Bank of New York as Trustee (the "Indenture"); and
14. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinions set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so;
2. Each individual executing any of the Documents on behalf of a party
(other than the Issuers) is duly authorized to do so;
3. Each of the parties (other than the Issuers) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and the obligations of such party set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms;
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.
5. The Securities will not be issued or transferred in violation of any
restriction contained in the Indenture, the Partnership Certificate, the
Partnership Agreement, the Declaration of Trust or the Subsidiary Charters.
To the extent that the obligations of the Issuers under the Indenture
may be dependent upon such matters, we have assumed 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 all applicable laws and regulations; and that the Trustee has
the requisite organization and legal power and authority to perform its
obligations under the Indenture.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Operating Partnership is a limited partnership duly formed and
existing under and by virtue of the laws of the State of Delaware and in good
standing with the OSSSD.
2. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
3. Each of the Subsidiary Guarantors is duly incorporated, formed or
organized and existing as a corporation or other entity and in good standing in
the jurisdiction of its incorporation, formation or organization.
4. The Notes are duly authorized for issuance and, when and if issued
and delivered against payment therefor and otherwise in accordance with the
Partnership Certificate, Partnership Agreement, the Resolutions, the
Underwriting Agreement and the Indenture, will constitute valid and binding
obligations of the Operating Partnership.
5. The Guarantees of the Company are duly authorized for issuance and,
when and if issued and delivered against payment for the Notes and otherwise in
accordance with the Declaration of Trust, the Bylaws, the Resolutions, the
Underwriting Agreement and the Indenture, will constitute valid and binding
obligations of the Company.
6. The Guarantees of each of the Subsidiary Guarantors are duly
authorized for issuance and, when and if issued and delivered against payment
for the Notes and otherwise in accordance with the Subsidiary Charters, the
Resolutions, the Underwriting Agreement and the Indenture, will constitute valid
and binding obligations of the Subsidiary Guarantors.
In addition to the qualifications, exceptions and limitations elsewhere
set forth in this opinion letter, our opinions expressed above are also subject
to the effect of: (a) bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors' rights (including, without limitation, the
effect of statutory and other law regarding fraudulent conveyances, fraudulent
transfers and preferential transfers), and (b) the exercise of judicial
discretion and the application of principles of equity, good faith, fair
dealing, reasonableness, conscionability and materiality (regardless of whether
the applicable agreements are considered in a proceeding in equity or at law).
The foregoing opinions are limited to the substantive laws of the State
of Delaware, the State of Maryland, the State of New Jersey, the State of New
York, the Commonwealth of Pennsylvania and the Commonwealth of Virginia and we
do not express any opinion herein concerning any other law. We express no
opinion as to compliance with any federal or state securities laws, including
the securities laws of the State of Delaware, the State of Maryland, the State
of New Jersey, the State of New York, the Commonwealth of Pennsylvania and the
Commonwealth of Virginia, or as to federal or state laws regarding fraudulent
transfers. 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 opinion expressed herein after the date hereof.
This opinion letter is being furnished to you for your submission to
the Commission as an exhibit to the reports filed on Form 8-K (the "8-Ks") to be
filed by the Operating Partnership and by the Company with the Commission on or
about the date hereof. We hereby consent to the filing of this opinion as an
exhibit to the 8-Ks and to the use of the name of our firm therein and under the
section "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Pepper Hamilton LLP
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Pepper Hamilton LLP