Exhibit 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
Main 410.580.3000 fax 410.580.3001
March 1, 2004
LEXINGTON CORPORATE PROPERTIES TRUST
355 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as special Maryland counsel to Lexington Corporate
Properties Trust, a Maryland statutory real estate investment trust (the
"Trust"), in connection with a Registration Statement on Form S-3 of the Trust
(File Number 333-109393) (the "Registration Statement"), filed on October 2,
2003 with the Securities and Exchange Commission (the "Commission"), under the
Securities Act of 1933, as amended (the "Act"), for offering by the Trust from
time to time of up to $400,000,000 in aggregate offering price of certain
securities described in the Registration Statement. Pursuant to the Registration
Statement, the Trust will issue and sell up to 6,900,000 shares of beneficial
interest of the Trust (the "Shares", of which 6,000,000 shares are the "Firm
Shares" and up to an additional 900,000 shares are the "Option Shares," which
may be issued and sold pursuant to an underwriter's over-allotment option),
designated as Common Stock, par value $.0001 per share (the "Common Stock"), in
an underwritten public offering pursuant to an Underwriting Agreement, dated
February 26, 2004 (the "Underwriting Agreement"), by and between Wachovia
Capital Markets, LLC (the "Underwriter"), on the one hand, and the Trust,
Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and
Net 3 Acquisition L.P., on the other. This opinion is being provided at your
request in connection with the filing of a Current Report on Form 8-K to be
filed with the Commission on or about March 1, and supplements our opinion,
dated October 1, 2003, previously filed as Exhibit 5.1 to the Registration
Statement.
In our capacity as special Maryland counsel, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(a) The Declaration of Trust of the Trust, as amended, corrected,
and supplemented to date (the "Declaration of Trust"), as certified by the
Department of Assessments and Taxation of the State of Maryland (the
"MSDAT").
(b) The By-Laws (the "By-Laws") of the Trust, as amended and
restated and in effect on the date hereof.
(c) The Underwriting Agreement.
(d) The Registration Statement.
PIPER RUDNICK LLP
LEXINGTON CORPORATE PROPERTIES TRUST
March 1, 2004
Page 2
(e) The final Prospectus dated October 22, 2003 (the "Prospectus"),
which forms a part of the Registration Statement, and the related final
Prospectus Supplement dated February 26, 2004 (the "Prospectus
Supplement"), relating to the Shares.
(f) The form of share certificate evidencing shares of Common Stock.
(g) The resolutions of the Board of Trustees of the Trust or a
committee thereof relating to the organization of the Trust, the
authorization of the Underwriting Agreement, and the authorization and the
issuance of the Shares.
(h) A short-form Good Standing Certificate for the Trust, dated a
recent date, issued by the MSDAT.
(i) An Officer's Certificate (the "Certificate") of the Trust, dated
a recent date, as to certain factual matters.
(j) Such other documents as we have considered necessary to the
rendering of the opinion expressed below.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), the absence of other agreements or understandings
among the parties that would modify the terms of the proposed transactions or
the respective rights or obligations of the parties thereunder, the accuracy of
the representations and warranties as to factual matters of the Trust, as set
forth in the Underwriting Agreement, and the accuracy and completeness of all
public records reviewed by us. In making our examination of documents executed
by parties other than the Trust, we have assumed that such parties had the power
(corporate, trust, partnership, or other) to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action (corporate, trust, partnership, or other) and the valid
execution and delivery by such parties of such documents and the validity,
binding effect, and enforceability thereof with respect to such parties. As to
any facts materials to this opinion, we have relied solely upon the Certificate.
Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations set forth below, having regard for such legal
considerations as we deem relevant, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that the Shares have been
duly authorized by the Trust and, upon issuance and delivery to the Underwriter
against payment therefor in accordance with the terms of the Underwriting
Agreement and the resolutions authorizing their issuance, the Shares will be
validly issued, fully paid, and non-assessable.
LEXINGTON CORPORATE PROPERTIES TRUST
March 1, 2004
Page 3
The opinion set forth herein is subject to additional assumptions,
qualifications, and limitations as follows:
(a) We have made no investigation of, and we express no opinion as
to, the laws of any jurisdiction other than the laws of the State of
Maryland. To the extent that any documents referred to herein are governed
by the laws of a jurisdiction other than Maryland, we have assumed that
the laws of such jurisdiction are the same as the laws of Maryland.
(b) This opinion concerns only the effect of the laws (exclusive of
the principles of conflict of laws) of the State of Maryland as currently
in effect. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might
change this opinion.
(c) We express no opinion as to compliance with the securities (or
"blue sky") laws or the real estate syndication laws of the State of
Maryland.
(d) We assume that the final share certificates evidencing the
Shares conform to the form of share certificate referred to in paragraph
(f) of the listing of documents.
(e) We assume that the issuance of the Shares by the Trust will not
cause any person to violate any of the provisions of the Declaration of
Trust relating to the Ownership Limit, as defined in Article NINTH of the
Declaration of Trust.
(f) This opinion is limited to the matters set forth herein, and no
other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Current Report on Form 8-K and to the reference to our firm
under the heading "Legal Matters" in the Prospectus Supplement relating to the
Shares. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder. We further consent to the
reliance on this opinion by Paul, Hastings Janofsky & Walker LLP in rendering
its opinion to the Trust in connection with the filing of the Prospectus
Supplement.
Very truly yours,
/s/ PIPER RUDNICK LLP