EXHIBIT 8.1
[LETTERHEAD OF SHAW PITTMAN LLP]
September 15, 2003
Saul Centers, Inc.
7501 Wisconsin Avenue, Suite 1500
Bethesda, Maryland 20814
Ladies and Gentlemen:
You have requested certain opinions regarding the application of U.S.
federal income tax laws to Saul Centers, Inc. (the "Company") in connection with
the filing of a registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission.
In rendering the following opinions, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinions, including the following:
(1) the Registration Statement, (2) the Articles of Incorporation of the
Company, as amended, restated or supplemented (the "Articles of Incorporation"),
(3) certain written representations of the Company contained in a letter to us
dated as of the date hereof, (4) copies of the leases entered into by the
Company as of the date hereof, and (5) such other documents or information as we
have deemed necessary to render the opinions set forth in this letter. In our
review, we have assumed, with your consent, that the documents listed above that
we reviewed in proposed form will be executed in substantially the same form,
all of the representations and statements set forth in such documents are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto, including obligations imposed under the Articles of
Incorporation have been or will be performed or satisfied in accordance with
their terms. We also 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 documents submitted to us as copies,
and the authenticity of the originals from which any copies were made.
Unless facts material to the opinions expressed herein are specifically
stated to have been independently established or verified by us, we have relied
as to such facts solely upon the representations made by the Company. To the
extent that the representations of the Company are with respect to matters set
forth in the Internal Revenue Code of 1986, as amended (the "Code") or the
regulations promulgated thereunder (the "Treasury Regulations"), we have
reviewed with the individuals making such representations the relevant
provisions of the Code, the applicable Treasury Regulations and published
administrative interpretations thereof. We assume that each representation made
by the Company is and will be true, correct and complete, and that all
representations that speak in the future, or to the intention, or to the best of
belief and knowledge of any person(s) or party(ies) are and will be true,
correct and complete as if made without such qualification. Nothing has come to
our attention which would cause us to believe that any of such representations
are untrue, incorrect or incomplete.
Based upon and subject to the foregoing and to the qualifications below,
we are of the opinion that:
1. The Company qualified as a REIT under the Code for its taxable years
ending through December 31, 2002.
2. The Company is organized in conformity with the requirements for
qualification as a REIT under the Code, and its current method of operation will
enable it to meet the requirements for qualification as a REIT for the current
taxable year and for future taxable years.
3. The statements in the Registration Statement set forth under the
caption "Federal Income Tax Consequences" insofar as they purport to describe or
summarize certain provisions of the agreements, statutes or regulations referred
to therein, are accurate descriptions or summaries in all material respects and
the discussion thereunder expresses the opinion of Shaw Pittman LLP insofar as
it relates to matters of United States federal income tax law and legal
conclusions with respect to those matters.
The opinions set forth in this letter are based on existing law as
contained in the Code, Treasury Regulations (including any Temporary and
Proposed Regulations), and interpretations of the foregoing by the Internal
Revenue Service ("IRS") and by the courts in effect (or, in case of certain
Proposed Regulations, proposed) as of the date hereof, all of which are subject
to change, both retroactively or prospectively, and to possibly different
interpretations. Moreover, the Company's ability to achieve and maintain
qualification as a REIT depends upon its ability to achieve and maintain certain
diversity of stock ownership requirements and, through actual annual operating
results, certain requirements under the Code regarding its income, assets and
distribution levels. No assurance can be given as to whether, for any given
taxable year, the actual ownership of the Company's shares and its actual
operating results and distributions satisfy the tests necessary to achieve and
maintain its status as a REIT. We assume no obligation to update the opinions
set forth in this letter. We believe that the conclusions expressed herein, if
challenged by the IRS, would be sustained in court. Because our positions are
not binding upon the IRS or the courts, however, there can be no assurance that
contrary positions may not be successfully asserted by the IRS.
The foregoing opinions are limited to the specific matters covered
thereby and should not be interpreted to imply the undersigned has offered its
opinion on any other matter.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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, as amended (the "Act"), 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