Attached files
file | filename |
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8-K - FORM 8-K - PS BUSINESS PARKS, INC./MD | v57514e8vk.htm |
EX-4.1 - EX-4.1 - PS BUSINESS PARKS, INC./MD | v57514exv4w1.htm |
EX-1.1 - EX-1.1 - PS BUSINESS PARKS, INC./MD | v57514exv1w1.htm |
EX-3.1 - EX-3.1 - PS BUSINESS PARKS, INC./MD | v57514exv3w1.htm |
Exhibit 5.1
Stephanie Heim
Vice President and Counsel
PS Business Parks, Inc.
701 Western Avenue
Glendale, California 91201-2397
Vice President and Counsel
PS Business Parks, Inc.
701 Western Avenue
Glendale, California 91201-2397
October 12, 2010
PS Business Parks, Inc.
701 Western Avenue
Glendale, California 91201-2397
701 Western Avenue
Glendale, California 91201-2397
Ladies and Gentlemen:
As Vice President and Counsel of PS Business Parks, Inc. (the Company), I have acted as
counsel to the Company in connection with the issuance and sale (the Offering) of up to 3,450,000
depositary shares (the Shares), each representing 1/1,000th of a share of the
Companys 6.875% Cumulative Preferred Stock, Series R (the Preferred Shares), pursuant to the
terms of the Underwriting Agreement dated October 7, 2010 (the Agreement) among Banc of America
Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in the
Agreement, and the Company and PS Business Parks, L.P. All of the Shares are to be sold by the
Company pursuant to a prospectus supplement dated October 7, 2010 and the accompanying prospectus
dated July 17, 2009 (such documents, collectively, the Prospectus) that form a part of the
Companys registration statement on Form S-3 (File No. 333-160104) which was declared effective by
the Securities and Exchange Commission on July 17, 2009 (the Registration Statement). This
opinion is rendered in connection with the Offering of the Shares and in connection with the filing
of a Current Report on Form 8-K relating to the Offering of the Shares, which Form 8-K will be
incorporated by reference into the Registration Statement and Prospectus.
I am familiar with the proceedings taken or to be taken by the Company relating to the
authorization and issuance of the Shares and the Preferred Shares. For purposes of this opinion
letter, I have also examined copies of such agreements, instruments and documents, including
without limitation, the Prospectus, the Registration Statement, the Deposit Agreement dated October
7, 2010 between the Company and American Stock Transfer & Trust Company, LLC, as depositary (the Deposit Agreement), the
Companys Restated Articles of Incorporation and Restated Bylaws, and have examined such other
documents and made such other investigation as I have deemed necessary to express the opinions
contained herein. In my examination of the aforesaid documents, I have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of all original
documents, and the conformity to authentic original documents of all documents submitted to me as
copies. I have also assumed that the Shares will not be issued in violation of the ownership limit
contained in the Companys Articles of Incorporation.
Based upon, subject to and limited by the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing in good standing under the
laws of the State of California.
2. The Preferred Shares, upon receipt by the Company of the consideration for the Preferred
Stock specified in the resolutions of the Board of Directors, will be validly issued, fully paid
and non-assessable.
3. The depositary receipts evidencing the Shares, upon due countersignature
thereof and issuance against a deposit of the Preferred Shares in
accordance with the Deposit Agreement, will be validly issued and entitle the holders
thereof to the rights specified in such depositary receipts and Deposit Agreement.
This opinion is limited to matters of the laws of the State of California, the State of New
York and federal law. I hereby consent to the reference to me under the Legal Matters in the
Prospectus and to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K filed
in connection with the Offering. In giving this consent, I do not thereby admit that I am an
expert within the meaning of the Securities Act of 1933, as amended.
Very truly yours, |
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/s/ Stephanie Heim | ||||
Stephanie Heim | ||||