Exhibit 8.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
April 9, 1999
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Re: Certain Federal Income Tax Matters
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Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Gables
Residential Trust, a Maryland real estate investment trust (the "Company"),
in connection with the registration by the Company of the Company's preferred
shares of beneficial interest, $.01 par value per share ("Preferred Shares"),
common shares of beneficial interest, $.01 par value per share ("Common
Shares"), and warrants or other rights to purchase Preferred Shares or Common
Shares with an aggregate public offering price of up to $500,000,000 and
unsecured, nonconvertible investment grade debt securities of Gables Realty
Limited Partnership with an aggregate public offering price of up to
$300,000,000 pursuant to a registration statement, file number 333-68359, as
amended, filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on Form S-3 (the "Registration
Statement").
In rendering the following opinion, we have examined the Amended and
Restated Declaration of Trust and Second Amended and Restated Bylaws of the
Company, and such other records, certificates and documents as we have deemed
necessary or appropriate for purposes of rendering the opinion set forth
herein.
We have reviewed the Registration Statement and the descriptions set
forth therein of the Company and its investments and activities. We have
relied upon the factual representations of the Company and its affiliates and
certain officers thereof (including, without limitation, factual
representations contained in representation letter dated as of this date)
regarding the manner in which the Company has been and will continue to be
owned and operated. We have neither independently investigated nor verified
such representations, and we assume that such representations are true,
correct and complete and that all representations made "to the best of the
knowledge and belief" of any person(s) or party(ies) or with similar
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Gables Residential Trust
April 9, 1999
Page 2
qualification are and will be true, correct and complete as if made without
such qualification. We assume that the Company has been and will be operated
in accordance with applicable laws and the terms and conditions of applicable
documents and that the descriptions of the Company and its investments and
the proposed investments, activities, operations and governance of the
Company set forth in the Registration Statement and all prior registration
statements filed with the Securities and Exchange Commission continue to be
true. In addition, we have relied on certain additional facts and assumptions
described below. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Registration Statement.
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the
conformity to the original documents of all documents submitted to us as
copies, (iv) the conformity of final documents to all documents submitted to
us as drafts, (v) the authority and capacity of the individual or individuals
who executed any such documents on behalf of any person, (vi) the accuracy
and completeness of all records made available to us, and (vii) the factual
accuracy of all representations, warranties and other statements made by all
parties. We also have assumed, without investigation, that all documents,
certificates, warranties and covenants on which we have relied in rendering
the opinion set forth below and that were given or dated earlier than the
date of this letter continue to remain accurate, insofar as relevant to the
opinion set forth herein, from such earlier date through and including the
date of this letter.
The discussion and conclusions set forth below are based upon the Code,
the Income Tax Regulations and Procedure and Administration Regulations
promulgated thereunder and existing administrative and judicial
interpretations thereof, all of which are subject to change. No assurance can
therefore be given that the federal income tax consequences described below
will not be altered in the future.
Based upon and subject to the foregoing and the assumptions,
qualifications and factual matters set forth in the Registration Statement,
and provided that the Company continues to meet the applicable asset
composition, source of income, shareholder diversification, distribution and
other requirements of the Code necessary for a corporation to qualify as a
REIT, we:
1. Are of the opinion that commencing with the Company's first taxable
year ended December 31, 1994, the Company has been organized in
conformity with the requirements for qualification as a REIT under
the Code, and the Company's method of operation, as described in the
representations referred to above, will
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Gables Residential Trust
April 9, 1999
Page 3
enable it to continue to meet the requirements for qualification and
taxation as a REIT under the Code; and
2. Hereby confirm the opinions of Goodwin, Procter & Hoar LLP set forth
in the prospectus contained in the Registration Statement under the
heading "Federal Income Tax Considerations and Consequences of Your
Investment."
We express no opinion with respect to the transactions described in the
Registration Statement other than that expressly set forth herein. You
should recognize that our opinion is not binding on the Internal Revenue
Service ("IRS") and that the IRS may disagree with the opinion contained
herein. Although we believe that our opinion will be sustained if challenged,
there can be no assurance that this will be the case. Except as specifically
discussed above, the opinion expressed herein is based upon the law as it
currently exists. Consequently, future changes in the law may cause the
federal income tax treatment of the transactions described herein to be
materially and adversely different from that described above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Federal Income Tax Considerations and Consequences of Your Investment" in
the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP