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EXHIBIT 8
PAUL, HASTINGS, JANOFSKY & WALKER LLP
November 13, 1997
Lexington Corporate Properties, Inc.
355 Lexington Avenue
New York, NY 10022
Ladies and Gentlemen:
We have acted as counsel to Lexington Corporate Properties,
Inc., a Maryland corporation (the "Company"), in connection with the Form
S-3 Registration Statement (No. 333-3688) filed by the Company with the
Securities and Exchange Commission (the "Commission") on May 31,1996 and
the Prospectus and Prospectus Supplement filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933 and dated November
13, 1997 (collectively, the "Registration Statement"). In such capacity,
you have requested our opinions concerning (i) the treatment of Lepercq
Corporate Income Fund L. P. ( "LCIF" ), Lepercq Corporate Income Fund II
L.P. ("LCIF II"), LXP I, L.P. ("LXP I"), LXP II, L.P. ("LXP II"),
Barnhech Montgomery Associates, L.P. ("Montgomery"), Barngiant Livingston
Associates, L.P. ("Livingston"), Barnhale Modesto Properties, L.P.
("Modesto"), Barnward Brownsville Properties, L.P. ("Brownsville"),
Barnvyn Bakersfield Associates, L.P. ("Bakersfield"), and Barnes
Rockshire Associates, L.P. ("Rockshire") as partnerships for Federal
income tax purposes; and (ii) the qualification for Federal income tax
purposes of the Company as a REIT under the Internal Revenue Code of
1986, as amended, (the "Code").
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Lexington Corporate Properties, Inc.
November 13, 1997
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In rendering our opinions, we have examined and relied upon the
Registration Statement, the Fifth Amended and Restated Agreement of Limited
Partnership of LCIF, the First Amended and Restated Agreement of Limited
Partnership of Lex M-2, L.P., the Agreement of Limited Partnership of LXP I,
L.P., the Agreement of Limited Partnership of LXP II, L.P., the Third Amended
and Restated Limited Partnership Agreement of Montgomery, the Agreement of
Limited Partnership of Livingston, the Second Amendment to the Agreement of
Limited Partnership of Modesto, the Agreement of Limited Partnership of
Brownsville, the Agreement of Limited Partnership of Bakersfield, the Agreement
of Limited Partnership of Rockshire, the Articles of Incorporation and Bylaws of
the Company, copies of the Company's Federal income tax returns on Form
1120-REIT for its taxable years ending December 31, 1993, December 31, 1994,
December 31, 1995, and December 31, 1996, the Agreement and Plan of Merger
between Corporate Realty Income Trust I ("CRIT") and the Company dated May 29,
1997 as well as other documents and information we have deemed appropriate.
In addition, we have relied upon the representations of a duly
appointed officer of the Company dated November 13, 1997 (the "Officer's
Certificate") regarding the organization and actual and proposed operation of
the Company. For purposes of our opinions, we have made such factual and legal
inquiries, including examination of the documents set forth above, as we have
deemed necessary or appropriate for purposes of our opinion. However, we have
not made an independent investigation of the facts set forth in any of the
above-referenced documents, including the Officer's Certificate. We have,
consequently, relied upon your representations that the information presented in
such documents or otherwise furnished to us accurately and completely describes
all material facts relevant to our opinion. No facts have come to our attention,
however, that would cause us to question the accuracy or completeness of such
facts or documents in a material way. In addition, to the extent that any of the
representations provided to us in the Officer's Certificate are with respect to
matters set forth in the Code or Treasury Regulations thereunder, we have
reviewed with the individuals making such
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Lexington Corporate Properties, Inc.
November 13, 1997
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representations the relevant portion of the Code and the applicable
Regulations.
The opinions are based on the assumption that the Company has
operated and will continue to be operated in the manner described in the
Officer's Certificate, the Registration Statement, and the applicable
organizational documents, and all terms and provisions of such documents have
been and will continue to be complied with. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, it is our opinion that:
1. LCIF, LCIF II, LXP I, LXP II, Montgomery, Livingston, Modesto,
Brownsville, Bakersfield, and Rockshire are properly characterized as
partnerships for Federal income tax purposes and not as associations taxable as
corporations or publicly traded partnerships.
2. The Company was organized and has operated in conformity with
the requirements for qualification and taxation as a REIT under the Code for
each of its taxable years ending December 31, 1993, December 31, 1994, December
31, 1996, and the Company's current organization and method of operation, taking
into account the anticipated merger of CRIT with and into the Company, as set
forth in the Officer's Certificate, the Registration Statement and other
applicable documents, should enable it to continue to meet the requirements for
qualification and taxation as a REIT.
The above opinions are based on the Code, Treasury Regulations
promulgated thereunder, administrative pronouncements and judicial
interpretations thereof, and the applicable laws of the States of Delaware and
Maryland, in each case as in effect on the date hereof, all of which are subject
to change. An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome
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November 13, 1997
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on the merits and is not binding on the Internal Revenue Service or the courts.
Accordingly, there can be no assurance that the Internal Revenue Service will
not take a contrary position, that the applicable law will not change, or that
any such change will not have retroactive effect. Moreover, the Company's
qualification and taxation as a REIT depends upon the Company's ability to meet,
on a continuing basis, through actual annual operating and other results, the
various requirements under the Code with regard to, among other things, the
sources of its gross income, the composition of its assets, the level of its
distributions to stockholders, and the diversity of its stock ownership. Paul,
Hastings, Janofsky & Walker LLP will not review the Company's compliance with
these requirements on a continuing basis. Accordingly, no assurance can be given
that the actual results of the Company's operations for any one taxable year
will satisfy such requirements.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption REIT
Qualification Requirements in the Prospectus Supplement.
Very truly yours,
PAUL, HASTINGS, JANOFSKY & WALKER LLP