Attached files
file | filename |
---|---|
8-K - FORM 8-K - LIBERTY PROPERTY TRUST | c06319e8vk.htm |
EX-4.2 - EXHIBIT 4.2 - LIBERTY PROPERTY TRUST | c06319exv4w2.htm |
EX-8.1 - EXHIBIT 8.1 - LIBERTY PROPERTY TRUST | c06319exv8w1.htm |
EX-4.1 - EXHIBIT 4.1 - LIBERTY PROPERTY TRUST | c06319exv4w1.htm |
EX-1.1 - EXHIBIT 1.1 - LIBERTY PROPERTY TRUST | c06319exv1w1.htm |
Exhibit 5.1
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
September 27, 2010
Liberty Property Limited Partnership
500 Chesterfield Parkway
Malvern, PA 19355
Liberty Property Limited Partnership
500 Chesterfield Parkway
Malvern, PA 19355
Re:
|
Liberty Property Limited Partnership | |
Registration and Issuance of $350,000,000 of 4.75% Senior Notes due 2020 |
Ladies and Gentlemen:
We have served as counsel to Liberty Property Trust, a Maryland real estate investment trust (the
Company), in its capacity as sole general partner of Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the Partnership), and to the Partnership, in connection with
certain matters arising out of the registration and issuance by the Partnership of $350,000,000
aggregate principal amount of the Partnerships 4.75% Senior Notes due 2020 (the Notes). The
Notes are being issued pursuant to an Underwriting Agreement, dated as of September 22, 2010 (the
Underwriting Agreement), by and among the Company, the Partnership and Banc of America Securities
LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives for the
several underwriters named therein (collectively, the Underwriters).
In connection with our representation of the Company, and as a basis for the opinions hereinafter
set forth, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (hereinafter collectively referred to as the Documents):
1. The declaration of trust of the Company, certified as of a recent date by the State Department
of Assessments and Taxation of Maryland;
2. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
3. The Second Restated and Amended Agreement of Limited Partnership of the Partnership, dated as of
October 22, 1997, as amended (the Limited Partnership Agreement), certified as of the date hereof
by an officer of the Company;
4. The Certificate of Limited Partnership of the Partnership, as amended, certified as of a recent
date by the Commonwealth of Pennsylvania Department of State;
Liberty Property Limited Partnership
September 27, 2010
Page 2
September 27, 2010
Page 2
5. Resolutions of the Board of Trustees of the Company (the Resolutions), relating to, among
other things, (a) the authorization and approval by the Company, in its capacity as sole general
partner of the Partnership, of the issuance, sale, execution and delivery by the Partnership of the
Notes, upon such terms and conditions as may be established by the officers of the Company
authorized to establish such terms and conditions by the Companys Board of Trustees, (b) the
authorization of the execution, delivery and performance of the Indenture (as hereinafter defined)
by the Partnership and (c) the authorization of the execution, delivery and performance of the
Underwriting Agreement by the Partnership, certified as of the date hereof by an officer of the
Company;
6. A telephonic update from a private corporation service company as to the subsistence of the
Partnership as of the date hereof;
7. The Registration Statement on Form S-3 (No. 333-150737) (the 2008 Registration Statement), as
filed by the Company and the Partnership with the Securities and Exchange Commission (the
Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), as amended
by Post-Effective Amendment No. 1, (Amendment No. 1, and together with the 2008 Registration
Statement, the Registration Statement) filed by the Company and the Partnership with the
Commission pursuant to the Securities Act, registering for sale certain securities, including the
Notes; the prospectus included in the Registration Statement, dated May 8, 2008 (the Base
Prospectus) and the prospectus supplement, dated September 22, 2010 (the Prospectus Supplement
and, together with the Base Prospectus, the Prospectus), in the form in which it was transmitted
to the Commission for filing under the Securities Act;
8. A copy of the executed Underwriting Agreement, certified as of the date hereof by an officer of
the Company;
9. A copy of the executed Senior Indenture, dated as of September 22, 2010 (the Base Indenture),
between the Partnership and U.S. Bank National Association, as trustee (the Trustee), as
supplemented by the Supplemental Indenture thereto, to be dated as of September 27, 2010 (as so
supplemented, the Indenture), certified as of the date hereof by an officer of the Company;
10. A copy of the executed global certificate (the Global Certificate), evidencing the aggregate
principal amount of the Notes, certified as of the date hereof by an officer of the Company;
11. A copy of the Partnerships Order for Authentication and Delivery pursuant to Section 303 of
the Indenture, as executed and delivered, certified as of the date hereof by an officer of the
Company; and
Liberty Property Limited Partnership
September 27, 2010
Page 3
September 27, 2010
Page 3
12. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
(a) Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
(b) Each individual executing any of the Documents on behalf of a party (other than the
Company or the Partnership) is duly authorized to do so.
(c) Each of the parties (other than the Company or the Partnership) executing any of the
Documents has duly and validly executed and delivered each of the Documents to which such party is
a signatory, and such partys obligations set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms.
(d) All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification of
or amendment to any of the Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated
herein, it is our opinion that the Notes have been duly authorized by all necessary partnership
action on the part of the Partnership, and the Global Certificate evidencing the Notes has been
duly executed by the Partnership and, when duly authenticated by the Trustee in the manner provided
in the Indenture and delivered against payment of the purchase price therefor specified in the
Underwriting Agreement, the Notes will be duly and validly issued by the Partnership.
The foregoing opinion is limited to the substantive laws of the Commonwealth of Pennsylvania and
the State of New York and we do not express any opinion herein concerning any other law. We express
no opinion as to the applicability or effect of any federal or state securities laws, including the
securities laws of the Commonwealth of Pennsylvania and the State of New York, or as to federal or
state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the Commonwealth of Pennsylvania
and the State of New York, we do not express any opinion on such matter.
Liberty Property Limited Partnership
September 27, 2010
Page 4
September 27, 2010
Page 4
We assume no obligation to supplement this opinion if any applicable law changes after the date
hereof or if we become aware of any fact that might change the opinion expressed herein after the
date hereof.
This opinion is being furnished to you for your submission to the Commission as an exhibit to the
Current Report on Form 8-K and incorporated by reference into the Registration Statement and,
accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person
or entity without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K and
to the use of the name of our firm therein. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Morgan Lewis & Bockius LLP