Exhibit 5.1
June 3, 1997
Brandywine Realty Trust
16 Campus Boulevard
Newtown Square, PA 19073
Re: 1997 Long-Term Incentive Plan
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Ladies and Gentlemen:
You have requested our opinion, as counsel for Brandywine
Realty Trust, a Maryland real estate investment trust (the "Trust"), in
connection with its Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), which
registers the offer and sale of 750,000 common shares of beneficial interest,
par value $.01 per share (the "Shares") of the Trust, issuable pursuable to the
1997 Long-Term Incentive Plan.
We have examined such records and documents and have made
such examination of law as we have deemed relevant in connection with this
opinion. Based upon such examination, it is our opinion that when there has been
compliance with the Act and applicable state securities laws, the Shares, when
issued against payment pursuant to their terms and the 1997 Long Term Incentive
Plan, will be validly issued, fully paid and nonassessable. Insofar as this
opinion relates to matters of Maryland law, we have relied exclusively upon the
opinion of Ballard Spahr Andrews & Ingersoll addressed to the Company dated June
3, 1997.
We assume no obligation to supplement this opinion 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.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
caption "Exhibits" in the Registration Statement. In doing so, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
By: /s/Michael H. Friedman
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Michael H. Friedman, A Partner
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