Attached files
file | filename |
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EX-1.1 - EX-1.1 - CAMDEN PROPERTY TRUST | d71574exv1w1.htm |
EX-1.3 - EX-1.3 - CAMDEN PROPERTY TRUST | d71574exv1w3.htm |
EX-1.2 - EX-1.2 - CAMDEN PROPERTY TRUST | d71574exv1w2.htm |
8-K - FORM 8-K - CAMDEN PROPERTY TRUST | d71574e8vk.htm |
Exhibit 5.1
LOCKE LORD BISSELL & LIDDELL LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
March 16, 2010
Camden Property Trust
Three Greenway Plaza, Suite 1300
Houston, Texas 77046
Three Greenway Plaza, Suite 1300
Houston, Texas 77046
Ladies and Gentlemen:
We are acting as counsel for Camden Property Trust, a Texas real estate investment trust (the
Company), in connection with the issuance and sale by the Company from time to time of common shares
of beneficial interest, par value $0.01 per share (the Common Shares), having an aggregate
offering price of up to $250,000,000 (the Shares) pursuant to the prospectus supplement dated
March 16, 2010 (the Prospectus Supplement) supplementing the prospectus dated May 20, 2009 (the
Base Prospectus) that forms part of the Companys Registration Statement on Form S-3 (File No.
333-159372) (the Registration Statement) filed by the Company with the Securities and Exchange
Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act). The
Shares are to be sold from time to time pursuant to three Distribution Agency Agreements, dated
March 16, 2010 (the Distribution Agency Agreements), between the Company and each of Deutsche
Bank Securities Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC.
In our capacity as your counsel in connection with such registration, we are familiar with the
proceedings taken and proposed to be taken by the Company in connection with the authorization and
issuance of the Securities, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable in connection with
this opinion, including (a) the Declaration of Trust of the Company and the Bylaws of the Company,
as amended, (b) the Base Prospectus and the Prospectus Supplement, (c) the Registration Statement,
(d) each of the executed Equity Distribution and (e) certain resolutions of the Board of Trust
Managers of the Company adopted on February 25, 2010 (the Resolutions). In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the authenticity of the originals
of such copies and the authenticity of telegraphic or telephonic confirmations of public officials
and others. As to facts material to our opinion, we have relied upon certificates or telegraphic
or telephonic
confirmations of public officials and certificates, documents, statements and other
information of the Company or representatives or officers thereof.
The opinions set forth below address the effect on the subject transaction only of the federal
laws of the United States and the internal laws of the State of Texas, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof:
1. The Shares have been duly authorized for issuance by the Company.
2. The Shares, when issued and delivered by the Company in exchange for payment of the
consideration therefor in accordance with the terms of the Distribution Agency Agreements and the
Resolutions, will be validly issued, fully paid and non-assessable.
For the purposes of this opinion letter, we have assumed that, at the time of the issuance,
sale and delivery of the Shares pursuant to the Distribution Agency Agreements: (i) the
authorization thereof by the Company will not have been modified or rescinded, and there will not
have occurred any change in law affecting the validity, legally binding character or enforceability
thereof; and (ii) the declaration of trust of the Company, as currently in effect, will not have
been modified or amended and will be in full force and effect.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act.
We hereby consent to the filing of this opinion letter as an Exhibit to the filing by the
Company of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by
reference into the Registration Statement, and to all references to our firm included in or made a
part of the Prospectus Supplement. 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 or the
rules or regulations promulgated by the SEC.
Very truly yours, LOCKE LORD BISSELL & LIDDELL LLP |
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By: | /s/ Toni Weinstein | |||
Toni Weinstein | ||||