EXHIBIT 8
[LETTERHEAD OF HONIGMAN MILLER SCHWARTZ AND COHN LLP]
September 9, 2002
Ramco-Gershenson Properties Trust
27600 Northwestern Highway
Suite 200
Southfield, Michigan 48034
RE: CERTAIN FEDERAL INCOME TAX MATTERS
Ladies and Gentlemen:
We have acted as special counsel to Ramco-Gershenson
Properties Trust, a Maryland real estate investment trust (the
"Company") formerly known as RGPT Trust, which is the successor in
interest to Ramco-Gershenson Properties Trust, a Massachusetts business
trust originally known as RPS Realty Trust, in connection with the
filing of Form S-3, Registration Statement Under the Securities Act of
1933, with the Securities and Exchange Commission (the "Commission") on
August 30, 2002, pursuant to which the Company may offer, from time to
time, common shares of beneficial interest, preferred shares of
beneficial interest and warrants (exercisable for common or preferred
shares of beneficial interest) (the "Shelf Registration").
We have also acted as special counsel to the Company in
connection with the preparation of the sections captioned "Risk Factors
-- Tax Risks" and "Federal Income Tax Considerations" of the Shelf
Registration. We have not, however, regularly advised the Company as to
matters of compliance with the legal requirements for qualifying (or
continuing to qualify following the filing of the Shelf Registration)
as a real estate investment trust ("REIT") for federal income tax
purposes.
In rendering the opinion stated below, we have examined and,
with your consent, relied upon the following documents:
(i) RGPT Trust Declaration of Trust dated
October 2, 1997;
(ii) RGPT Trust Articles of Amendment and
Restatement of Declaration of Trust dated October 2, 1997;
(iii) RGPT Trust Articles Supplementary dated
October 2, 1997;
September 9, 2002
Page 2
(iv) The Shelf Registration;
(v) A letter dated September 9, 2002, and signed by
Dennis Gershenson as Chief Executive Officer of the Company,
on behalf of the Company, a copy of which is attached hereto
("Certificate of Representations"); and
(vi) Such other records, certificates and documents
as we have deemed necessary or appropriate for purposes of
rendering the opinion set forth herein.
In our examination of the foregoing documents, we have
assumed, with your consent, that (i) the documents are original
documents, or true and accurate copies of original documents, and have
not been subsequently amended, (ii) the signatures on each original
document are genuine, (iii) where any such document required execution
by a person, the person who executed the document had proper authority
and capacity, (iv) all representations and statements set forth in such
documents are true and correct, (v) where any such document imposes
obligations on a person, such obligations have been or will be
performed or satisfied in accordance with their terms and (vi) the
Company at all times has been and will be organized and operated in
accordance with the terms of such documents. We have not independently
investigated or made separate inquiry into any of the representations,
facts or assumptions set forth in such documents or any other
documents. We have, consequently, assumed and relied on the Company's
representations that the information presented in the foregoing
documents or otherwise furnished to us completely and accurately
describes all material facts relevant to our opinion. Without limiting
the foregoing, we have assumed that all statements and descriptions of
the Company's past and intended future activities in the Certificate of
Representations are true and accurate, and that all representations
that speak in the future, or to the intention or expectation, or to the
best of the belief and knowledge of any person(s) are and will be true,
correct and complete as if made without such qualification. No facts
have come to our attention, however, that would cause us to question
the accuracy or completeness of such facts, assumptions, or documents
in a material way.
Our opinion is based on the assumptions that (i) the Company
has been and will continue to be operated in accordance with the laws
of the State of Maryland (and the Company's predecessor had been
operated in accordance with the laws of the State of Massachusetts) and
(ii) the Company has been and will continue to be operated in the
manner described in the relevant organizational documents. In rendering
the opinion stated below, we have also considered and relied upon the
Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder (the "Regulations"), administrative rulings and
the other
September 9, 2002
Page 3
interpretations of the Code and Regulations by the courts and the IRS,
all as they exist as of the date hereof. It should be noted, however,
that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. We can give no assurance,
therefore, that legislative enactments, administrative changes or court
decisions may not be forthcoming that would modify or supercede the
opinion stated herein. In addition, there can be no assurance that
positions contrary to our opinion will not be taken by the IRS, or that
a court considering the issues will not hold contrary to such opinion.
Moreover, the opinion set forth below represents our conclusions based
upon the documents, facts, assumptions and representations referred to
above. Any material amendments to such documents or changes in any
significant facts after the date hereof, or inaccuracy of such
assumptions or representations could affect the opinion referred to
herein.
We express no opinion as to the laws of any jurisdiction other
than the federal laws of the United States of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion
that:
1. Since the commencement of the Company's taxable year which
began January 1, 2002, the Company has been organized in
conformity with the requirements for qualification as a REIT
under the Code, and its actual method of operation has
enabled, and its proposed method of operation will enable, the
Company to meet the requirements for qualification and
taxation as a REIT. As noted in the Shelf Registration, the
Company's qualification and taxation as a REIT depend upon its
ability to meet, through actual annual operating results,
certain requirements including requirements relating to
distribution levels and diversity of stock ownership, and the
various qualification tests imposed under the Code, the
results of which are not reviewed by us. Accordingly, no
assurance can be given that the actual results of the
Company's operation for any one taxable year satisfy or will
satisfy the requirements for taxation of a REIT under the
Code.
2. The statements in the Shelf Registration under the caption
"Federal Income Tax Considerations," to the extent that they
constitute matters of law, summaries of legal matters, or
legal conclusions, have been reviewed by us and are accurate
in all material respects.
Other than as expressly stated above, we express no opinion as
to any other federal income tax issue or matter relating to the
Company. We consent to the filing of this opinion as an exhibit to the
Shelf Registration and to references to Honigman Miller Schwartz and
Cohn
September 9, 2002
Page 4
LLP under the sections captioned "Risk Factors," "Federal Income Tax
Considerations" and "Legal Matters" in the Shelf Registration. In
giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Commission thereunder. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes
of matters stated, represented, covenanted, or assumed herein or any
subsequent changes in applicable law. This opinion is issued to you in
connection with the filing of the Shelf Registration and may not be
used or relied upon by any other person or for any other purpose
without our express written consent.
Very truly yours,
/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP
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