Exhibit 5.3
January 11, 2005
Entertainment Properties Trust
30 West Pershing Road
Suite 201
Kansas City, Missouri 64108
Re: Validity of 7.75% Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest Issued by Entertainment Properties Trust
Ladies and Gentlemen:
We have acted as counsel to Entertainment Properties Trust, a Maryland real
estate investment trust (the "Company"), with respect to the Registration
Statement on Form S-3, Registration No. 333-113626 (the "Registration
Statement") filed by the Company on March 15, 2004 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus dated March 26, 2004, and a
prospectus supplement dated January 11, 2005 (collectively, the "Prospectus"),
in connection with a public offering under the Securities Act of 3,200,000
shares of 7.75% Series B cumulative redeemable preferred shares of beneficial
interest, par value $0.01 per share, of the Company (the "Series B Preferred
Shares") pursuant to an Underwriting Agreement dated January 11, 2005, among the
Company, Bear, Stearns & Co. Inc., A.G. Edwards & Sons, Inc., RBC Dain Rauscher
Inc. and Stifel, Nicolaus & Company, Incorporated (the "Underwriting
Agreement"). This opinion is being delivered in accordance with the requirement
of Item 601(b)(5) of Regulation S-K under the Securities Act. Capitalized terms
used but not otherwise defined herein have the meanings ascribed to them in the
Registration Statement.
In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Amended and Restated Declaration of
Trust ("Declaration of Trust") and Bylaws of the Company, (ii) the amendment to
the Declaration of Trust dated as of January 11, 2005, increasing the number of
preferred shares which the Company has authority to issue from 5,000,000 shares
to 10,000,000 shares, (iii) the Articles Supplementary of the Company dated
January 11, 2005 designating the powers, preferances and rights of the Series B
Preferred Shares, (iv) resolutions of the Company's Board of Trustees dated
January 7, 2005 increasing the number of preferred shares which the Company has
authority to issue, (v) resolutions of the Company's Board of Trustees dated
January 7, 2005 and January 11, 2005 authorizing the issuance of the Series B
Preferred Shares and designating the dividend rate, liquidation price, public
offering price and other terms of the Series B Preferred Shares and the offering
thereof, (vi) an Agreement Regarding Ownership Limit Waiver between the Company
and Cohen & Steers Capital Management, Inc. dated January 12, 2005 and related
resolutions of the Board of Trustees of the Company dated January 11, 2005,
(vii) the Registration Statement and Prospectus, and (viii) the Underwriting
Agreement.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As to
any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon the statements and
representations of officers and other representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and
other laws affecting creditors' rights, including, without limitation, the
effect of statutory or other laws regarding fraudulent conveyances, fraudulent
transfers and preferential transfers, (ii) the limitations imposed by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law; and (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the present laws of the United States of America, the
present laws of the State of Missouri (excluding local laws), the present laws
of the State of New York (excluding local laws), the Maryland Corporations and
Associations statute, and the present judicial interpretations thereof. We
advise you that the issues addressed by this opinion may be governed in whole or
in part by other laws, and we express no opinion as to whether any relevant
difference exists between the laws upon which our opinion is based and any other
laws that may actually govern.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that the
Series B Preferred Shares have been duly authorized and, when issued, will be
validly issued, fully paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion shall not be construed as or deemed to be a guaranty or insuring
agreement. This opinion is rendered on the date hereof and we have no continuing
obligation hereunder to inform you of changes of law, including judicial
interpretations of law, or of facts of which we become aware after the date
hereof.
We consent to the filing of this opinion with the Commission as an exhibit
to a current report on Form 8-K incorporated by reference into the Registration
Statement and Prospectus and to the reference to our firm under the captions
"Legal Opinions" and "Legal Matters" in the Registration Statement and
accompanying prospectus and prospectus supplement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL LLP