Exhibit 5.1
February 3, 2006
Entertainment Properties Trust
30 Pershing Road, Suite 201
Kansas City, Missouri 64108
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Entertainment Properties Trust, a Maryland real
estate investment trust (the "Issuer"), in connection with the public offering
under the Securities Act of 1933, as amended (the "Securities Act"), of
1,150,000 common shares of beneficial interest of the Company (including 150,000
shares to cover over-allotments, if any, the "Shares") pursuant to a
registration statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on March 15, 2004, File No. 333-113626 (such
registration statement, as amended or supplemented is hereinafter referred to as
the "Registration Statement"). 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 and Bylaws of the Issuer, (ii) minutes and records of the corporate
proceedings of the Issuer with respect to the issuance of the Shares, (iii) the
Registration Statement, and (iv) the Underwriting Agreement, dated as of
February 3, 2006, between the Issuer and RBC Capital Markets Corporation (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 Issuer and the due authorization, execution and
delivery of all documents by the parties thereto other than the Issuer. 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 Issuer 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,
Entertainment Properties Trust
February 3, 2006
Page 2
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 Act, 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
Shares have been duly authorized and, when issued in accordance with the
Registration Statement, 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 the Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Registration Statement and accompanying prospectus and
under the caption "Legal Matters" in the prospectus supplement.
Very truly yours,
/s/ Sonnenschein Nath & Rosenthal LLP
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SONNENSCHEIN NATH & ROSENTHAL LLP