FILE NUMBER
853707
June 3, 1997
Brandywine Realty Trust
16 Campus Boulevard
Newton Square, PA 19073
Re: Registration Statement on Form S-8
Dated June 3, 1997
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Ladies and Gentlemen:
We have served as Maryland counsel to Brandywine Realty Trust,
a Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of 750,000
common shares of beneficial interest, $.01 par value per share, of the Company
(the "Shares") covered by the above-referenced Registration Statement (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). The Shares are to be issued by the Company pursuant to the
Company's 1997 Long-Term Incentive Plan (the "Plan"). 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 Company, and as a
basis for the opinion 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, filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the 1933 Act;
2. The Amended and Restated Declaration of Trust of the
Company, as amended (the "Declaration"), certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");
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June 3, 1997
Page 2
3. The Bylaws of the Company, certified as of a recent date by
its Secretary;
4. Resolutions adopted by the Board of Trustees of the Company
(the "Board") relating to the approval of the Plan, certified as of a recent
date by the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance
and registration of the Shares, certified as of a recent date by the Secretary
of the Company;
6. A specimen of the certificate evidencing the Shares,
certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the
good standing of the Company;
8. A certificate executed by the Secretary of the Company,
dated June 3, 1997;
9. A copy of the Plan, certified as of a recent date by the
Secretary of the Company; and
10. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding and are enforceable in accordance
with all stated terms except as limited (a) by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting the enforcement of creditors' rights or (b) by general equitable
principles.
2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
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June 3, 1997
Page 3
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 such 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.
We have relied on statements and information contained in certificates of
officers of the Company. There are no oral or written modifications or
amendments to the Documents, and there has been no waiver of any of the
provisions of the Documents, by action or conduct of the parties or otherwise.
5. The Shares will not be issued in violation of any
restriction or limitation contained in the Declaration.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the transaction giving rise to the issuance of this
opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly
organized and existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor in
the manner described in the Plan, the Registration Statement and the resolutions
of the Board of the Company authorizing their issuance and assuming that the sum
of (a) all shares of beneficial interest issued and outstanding as of the date
hereof, (b) any shares of beneficial interest issued between the date hereof and
the dates on which the Shares are actually issued, and (c) the Shares will not
exceed the total number of shares of beneficial interest that the Company is
authorized to issue, the Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the
terms on the interpretation of agreements. We express no opinion as to
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June 3, 1997
Page 4
compliance with the securities (or "blue sky") laws or the real estate
syndication laws of the State of Maryland.
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.
This opinion is being furnished to the Company solely for
submission to the Securities and Exchange Commission as an exhibit to the
Registration Statement and, accordingly, may not be relied upon by, quoted in
any manner to, or delivered to any other person or entity (except Pepper
Hamilton & Scheetz, LLP, counsel to the Company) without, in each instance, our
prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. 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 1933 Act.
Very truly yours,
Ballard Spahr Andrews and Ingersoll