EXHIBIT 5.1
[LETTERHEAD OF SHAW PITTMAN LLP]
September 15, 2003
Saul Centers, Inc.
7501 Wisconsin Avenue, Suite 1500
Bethesda, Maryland 20814
Re: Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Saul Centers, Inc., a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. The Registration Statement relates
to the offering and sale from time to time of securities with an aggregate
public offering price of up to $100,000,000. The securities offered and sold by
the Company pursuant to the Registration Statement may be all or any combination
of: (1) preferred stock, par value $.01 per share (the "Preferred Stock"), in
any class or series, of the Company and (2) Preferred Stock represented by
depositary receipts ("Depositary Shares"). The Preferred Stock and the
Depositary Shares are together referred to herein as the "Securities." The
Preferred Stock may be offered in any class or series and to the extent required
will be offered and sold pursuant to Articles Supplementary or amendments to the
Company's Articles of Incorporation, as amended, restated or supplemented, to be
filed with the Maryland State Department of Assessments and Taxation ("SDAT").
Any Depositary Shares will be issued under one or more deposit agreements (each,
a "Deposit Agreement"), each between the Company and a financial institution
identified therein as the depositary (each, a "Depositary").
For the purposes of this opinion, we have examined copies of the
following documents:
1. The Registration Statement;
2. The Articles of Incorporation of the Company, as amended,
restated or supplemented (the "Articles of Incorporation"), as
certified by the Maryland State Department of Assessments and
Taxation ("SDAT") on September 11, 2003 and as certified to us
by the Senior Vice President, Chief Financial Officer, Treasurer
and Secretary of the Company as being in effect as of the date
hereof;
3. The Bylaws of the Company, as amended, restated or supplemented
(the "Bylaws"), as certified to us by the Senior Vice President,
Chief Financial Officer, Treasurer and Secretary of the Company
as being in effect as of the date hereof;
4. The minutes of the special meeting of the Board of Directors of
the Company held on June 26, 2003 (the "Resolutions");
5. A certificate of an officer of the Company dated as of the date
hereof; and
6. Such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for
the purposes of rendering this opinion.
In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or
reproduced copies. In connection with the opinions expressed below, we have
assumed that, at and prior to the time of the sale and delivery of any
Securities pursuant to the Registration Statement, (i) the Board of Directors of
the Company (or the committee of the Board or the officer authorized to act on
behalf of the Company) will have duly established the rights, powers, privileges
and preferences and other terms, if any, of any class or series, as applicable,
of the Preferred Stock or the Depositary Shares, (ii) the Resolutions have not
have been amended, modified or rescinded, (iii) the Registration Statement has
been declared effective and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings with respect thereto
have been commenced or threatened, and (iv) there has not occurred any change in
law materially adversely affecting the power of the Company to offer and sell
the Securities or the validity of the Securities.
We have also assumed that the terms of any Preferred Stock or Depositary
Shares to be established subsequent to the date hereof, the offering, sale and
delivery of any such Securities; and compliance by the Company with the rights,
powers, privileges and preferences and other terms, if any, of such Preferred
Stock or Depositary Shares will not at the time of such offering, sale and
delivery violate or conflict with (i) the Articles of Incorporation, as then
amended, restated and supplemented, and Bylaws, as then amended, restated and
supplemented, of the Company, (ii) any provision of any license, indenture,
instrument, mortgage, contract, document or agreement to which the Company is
then a party or by which the Company is then bound, or (iii) any law or
regulation or any decree, judgment or order then applicable to the Company. We
have further assumed that the number of shares of Preferred Stock to be offered
and sold pursuant to the Registration Statement will not at the time of such
offering and sale exceed the amount of such class of capital shares authorized
in the Articles of Incorporation, as then amended, restated or supplemented, and
unissued (and not otherwise reserved for issuance) at such time. We have also
assumed that prior to the offering and sale (i) in the case of Preferred Stock
and Depositary Shares, as applicable, Articles Supplementary will have been
filed with, and accepted for record by, SDAT and (ii) in the case of Depositary
Shares, a Deposit Agreement will have been executed and delivered by the Company
(and any other maker thereof). Notwithstanding anything herein to the contrary,
we have also assumed that in no event will the combined aggregate purchase
prices for the Securities to be offered pursuant to the Registration Statement
exceed the registered amount of $100,000,000.
To the extent that the obligations of the Company with respect to the
Securities may be dependent upon such matters, we assume for purposes of this
opinion that the other party under the Deposit Agreement for any Depositary
Shares, namely the Depositary, is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that such other
party is duly qualified to engage in the activities contemplated by such Deposit
Agreement; that such Deposit Agreement has been duly authorized, executed and
delivered by the other party and constitutes the legal, valid and binding
obligation of the other party enforceable against the other party in accordance
with its terms; that such other party is in compliance with respect to
performance of its obligations under such Deposit Agreement with all applicable
laws and regulations; and that such other party has the requisite organizational
and legal power and authority to perform its obligations under such Deposit
Agreement.
Based upon, subject to and limited by the foregoing, we are of the
opinion that:
1. Upon adoption by the Board of Directors or an authorized committee
thereof of a resolution in form and content as required by applicable law, and
upon issuance and delivery of and payment in the manner contemplated by, and in
accordance with, the Registration Statement and the applicable prospectus
supplement and by such resolution, the Preferred Stock (including any Preferred
Stock represented by Depositary Shares) offered and sold pursuant to the
Registration Statement will be validly issued, fully paid and nonassessable.
2. The depositary receipts evidencing the Depositary Shares will
constitute legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms when (i) the final terms of
the depositary receipts and applicable Deposit Agreement have been duly
established in accordance with the Articles of Incorporation and applicable law,
(ii) the Board of Directors or a duly authorized committee thereof has adopted a
resolution, in form and content as required by applicable law, establishing or
authorizing the establishment of the terms of the depositary receipts and
applicable Deposit Agreement and duly authorizing the issuance and delivery of
the depositary receipts and (iii) the depositary receipts have been duly
executed and delivered by the Company and countersigned by the applicable
depositary against a deposit of the Preferred Stock represented by the
depositary receipts in accordance with the applicable Deposit Agreement and
delivered to and paid for by the purchasers of the depositary receipts in the
manner contemplated by, and in accordance with, the Registration Statement, the
applicable prospectus supplement and such resolution.
The opinions expressed above with respect to the enforceability of
obligations may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights (including, without limitation, the
effect of statutory and other law regarding fraudulent conveyances, fraudulent
transfers and preferential transfers) and by the exercise of judicial discretion
and the application of principles of equity, including, without limitation,
requirements of good faith, fair dealing, conscionability and materiality
(regardless of whether the Securities are considered in a proceeding in equity
or at law). Such opinions shall be understood to mean only
that if there is a default in performance of an obligation, (i) if a failure to
pay or other damage can be shown and (ii) if the defaulting party can be brought
into a court which will hear the case and apply the governing law, then, subject
to the availability of defenses and to the exceptions set forth in the previous
sentence, the court will provide a money damage (or perhaps injunctive or
specific performance) remedy.
This opinion is limited to the laws of the United States, the State of
Maryland and the State of New York. Our opinion is rendered only with respect to
the laws and the rules, regulations and orders thereunder that are currently in
effect. We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. We express no opinion as to
compliance with any state securities laws, including the securities laws of the
State of Maryland and the State of New York, or as to federal or state laws
regarding fraudulent transfers. We render no opinions with respect to the law of
any other jurisdiction. This opinion has been prepared for your use in
connection with the filing of the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein under the caption
"Legal Matters." The giving of this consent, however, does not constitute an
admission that we are "experts" within the meaning of Section 11 of the
Securities Act of 1933 (the "Act"), as amended, or within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Shaw Pittman LLP
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SHAW PITTMAN LLP