[Letterhead of Cahill Gordon & Reindel]
April 8, 1998
Corporate Office Properties Trust
One Logan Square, Suite 1105
Philadelphia, PA 19103
Ladies and Gentlemen:
We have acted as tax counsel to Corporate Office Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with the Registration Statement on Form S-11 filed by the Company with the
Securities and Exchange Commission on March 6, 1998, as amended through the date
hereof (the "Registration Statement").1 We have been asked to provide our
opinion as to certain federal income tax matters arising under the Internal
Revenue Code of 1986, as amended (the "Code"), relating to the Company's
qualification for taxation as a real estate investment trust (a "REIT") for
federal income tax purposes.
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1 Capitalized terms used in this letter that are not otherwise defined
herein have the meanings ascribed to them in the Registration
Statement. References to the Company shall include Corporate Office
Properties Trust, Inc., a Minnesota corporation (formerly known as
Royale Investments, Inc.), for periods prior to the merger of that
corporation into the Maryland real estate investment trust on March 16,
1998.
The opinions set forth in this letter are based on relevant
provisions of the Code, Treasury Regulations thereunder and interpretations of
the foregoing as expressed in court decisions and administrative determinations
as of the date hereof (or, where applicable, as in effect during earlier periods
in question). These provisions and interpretations are subject to changes that
might result in modifications of our opinions.
For purposes of rendering the opinions contained in this
letter, we have reviewed the Registration Statement and such other documents,
law and facts as we have deemed necessary. In our review, we have assumed the
genuineness of all signatures; the proper execution of all documents; the
authenticity of all documents submitted to us as originals; the conformity to
originals of all documents submitted to us as copies; and the authenticity of
the originals of any copies.
These opinions also are premised on certain written
representations made by the Company in a certificate dated the date hereof (the
"Certificate"), the assumptions identified herein and the assumptions and
representations described in the Registration Statement under the heading
"Federal Income Tax Considerations" (the "Tax Section"). For purposes of our
opinions, we have not made an independent investigation of the matters relating
to such assumptions or representations. We have relied on the representation in
the Certificate that the information contained in the Certificate and the
Registration Statement, or otherwise furnished to us, accurately describes all
material facts relevant to our opinions.
Based upon and subject to the foregoing, we are of the opinion
that, for federal income tax purposes, (a) the Company has properly elected and
otherwise qualified to be taxed as a REIT for the taxable years commencing on
and after January 1, 1992, and ending prior to January 1, 1998, and (b) the
proposed method of operation as described in the Registration Statement and as
represented by the Company will enable the Company to continue to satisfy the
requirements for such qualification for subsequent taxable years.
We express no opinion other than the opinions expressly set
forth herein. Our opinions are not binding on the Internal Revenue Service (the
"IRS") and the IRS may disagree with our opinions. Although we believe that our
opinions would be sustained if challenged, there can be no assurance that this
will be the case. Our opinions are based upon the law as it currently exists.
Consequently, future changes in the law may cause the federal income tax
treatment of the matters referred to herein and in the Tax Section to be
materially and adversely different from that
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described above and in the Tax Section. In addition, any variation in the facts
from those set forth in the Registration Statement, the representations
contained in the Certificate or otherwise provided to us may affect the
conclusions stated in our opinions. Moreover, the Company's qualification and
taxation as a REIT depended and depend upon the Company's ability to meet, for
each taxable year, various tests imposed under the Code. These include, among
others, tests relating to asset composition, operating results, distribution
levels and diversity of stock ownership. We will not review (and have not
reviewed) the Company's compliance with these tests. Accordingly, no assurance
can be given that the actual results of the Company's operations for any taxable
year will satisfy (or has satisfied) the requirements for the Company to qualify
(or to have qualified) as a REIT.
We hereby consent to the reference to our firm in the
Registration Statement under the caption "Federal Income Tax Considerations" and
to the inclusion of this opinion as an exhibit to the Registration Statement.
Our consent to such reference does not constitute a consent under Section 7 of
the Securities Act of 1933, as amended, as in consenting to such reference we
have not certified any part of such Registration Statement and do not otherwise
come within the categories of persons whose consent is required under Section 7
or under the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
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