Attached files
file | filename |
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8-K - FORM 8-K - COLONIAL PROPERTIES TRUST | g25499e8vk.htm |
EX-5.1 - EX-5.1 - COLONIAL PROPERTIES TRUST | g25499exv5w1.htm |
EX-1.2 - EX-1.2 - COLONIAL PROPERTIES TRUST | g25499exv1w2.htm |
EX-8.1 - EX-8.1 - COLONIAL PROPERTIES TRUST | g25499exv8w1.htm |
EX-1.1 - EX-1.1 - COLONIAL PROPERTIES TRUST | g25499exv1w1.htm |
EX-99.1 - EX-99.1 - COLONIAL PROPERTIES TRUST | g25499exv99w1.htm |
Exhibit 5.2
THOMAS A. ANSLEY HAROLD I. APOLINSKY JOHN BAGGETTE KATHERINE N. BARR S. TRAVIS BARTEE ROBERT R. BAUGH ROBIN L. BEARDSLEY CHRISTOPHER S. BERDY JOSEPH S. BLUESTEIN CHRISTOPHER A. BOTTCHER STEVEN A. BRICKMAN JOHN P. BURBACH DANIEL J. BURNICK TIMOTHY A. BUSH JULIAN D. BUTLER W. TODD CARLISLE JAMES B. CARLSON JOHN GREGORY CARWIE FRED L. COFFEY, JR. RICHARD COHN STEPHEN G. COLLINS JOHN H. COOPER KRISTEN S. CROSS R. RYAN DAUGHERTY J. MASON DAVIS, JR. TIMOTHY D. DAVIS GREGGORY M. DEITSCH CHARLES R. DRIGGARS JAIME C. ERDBERG KARL B. FRIEDMAN SAMUEL D. FRIEDMAN |
EDWARD M. FRIEND, III STEPHEN R. GEISLER GAILE PUGH GRATTON PETER J. HARDIN JACK E. HELD JERRY E. HELD ERIN E. HESLIP CRYSTAL H. HOLMES KAYE K. HOUSER JOHN M. HUNTER ELIZABETH H. HUTCHINS TRAVIS S. JACKSON DONALD E. JOHNSON SHIRLEY M. JUSTICE RONALD A. LEVITT MICHAEL B. MADDOX JAY G. MAPLES MARCUS M. MAPLES MELINDA M. MATHEWS J. RUSHTON McCLEES KERRY P. McINERNEY DAVID R. MELLON JEFFREY G. MILLER RICHARD L. MORRIS T. JULIAN MOTES J. SANFORD MULLINS, III R. MICHAEL MURPHY GEORGE M. NEAL, JR. MARY BLANCHE NEESE RODNEY E. NOLEN CHERYL HOWELL OSWALT |
2311 Highland Avenue South Birmingham, Alabama 35205 Reply to: Post Office Box 55727 Birmingham, Alabama 35255-5727 Telephone (205) 930-5100 Facsimile (205) 930-5101 |
LENORA WALKER PATE MICHAEL R. PILLSBURY STEPHEN B. PORTERFIELD SHAUN K. RAMEY CYNTHIA RANSBURG-BROWN C. LEE REEVES MATTHEW B. REEVES J. JEFFERY RICH JOE H. RITCH JOSEPH T. RITCHEY KELLI F. ROBINSON MEAGHAN E. RYAN MAURICE L. SHEVIN TANYA K. SHUNNARA J. SCOTT SIMS BRADLEY J. SKLAR ANTHONY R. SMITH KYLE T. SMITH RODERIC G. STEAKLEY CRAIG M. STEPHENS JUDITH F. TODD THOMAS G. TUTTEN, JR. GEORGE M. VAN TASSEL, JR. JAMES E. VANN VICTOR S. VASILE JOSE D. VEGA JAMES S. WILLIAMS CATHERINE L. WILSON DAVID M. WOOLDRIDGE DONALD M. WRIGHT PETER M. WRIGHT |
REGISTERED PATENT ATTORNEYS: J. JEFFERY RICH OF COUNSEL: JULIE W. JORDAN LEIGH A. KAYLOR STUART LEACH COLLEEN McCULLOUGH WANDA S. McNEIL JOEL A. MENDLER DIANE C. MURRAY DAVID M. OBRIEN GINNY COCHRAN RUTLEDGE JAMES R. STURDIVANT JEFF G. UNDERWOOD SANDRA L. VINIK CAROLINE E. WALKER SUSANNAH R. WALKER CYNTHIA W. WILLIAMS MORRIS K. SIROTE (1909-1994) JAMES L. PERMUTT (1910-2005) E. M. FRIEND, JR. (1912-1995) WILLIAM G. WEST, JR. (1922-1975) MAYER U. NEWFIELD (1905-2000) |
December 10, 2010
Board of Trustees
Colonial Properties Trust
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
Colonial Properties Trust
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
Ladies and Gentlemen:
We are acting as special Alabama counsel to Colonial Properties Trust, an Alabama real estate
investment trust (the Company), and Colonial Realty Limited Partnership, a Delaware limited
partnership (the Operating Partnership), in connection with the public offering of common shares
of beneficial interest, par value $0.01 per share, having an aggregate offering price of up to
$100,000,000.00 (the Shares), of the Company pursuant to the terms of that certain (i) Equity
Distribution Agreement, dated December 10, 2010, among the Company, Colonial Realty Limited
Partnership, a Delaware limited partnership (the Operating Partnership), and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the Merrill Lynch Equity Distribution Agreement), and (ii)
Equity Distribution Agreement, dated
December 10, 2010, among the Company, the Operating Partnership and Wells Fargo Securities,
LLC (together with the Merrill Lynch Equity Distribution Agreement, the Equity Distribution
Agreements). The Shares are to be issued by the Company pursuant to the Companys effective
registration statement on Form S-3 (File No. 333-158081) (the Registration Statement). This
opinion letter is furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments
and documents as we have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies (including telecopies). We
have also assumed that (i) the Shares will not be issued in violation of the ownership limits
contained in the Companys Declaration of Trust, as amended, (ii) no stop order suspending the
effectiveness of the Registration Statement will have been issued and the Registration Statement
shall remain in effect; and (iii) the Company will remain an Alabama
real estate investment trust. As to all matters of fact, we have relied on the
representations and
Law Offices and Mediation Centers
2311 Highland Avenue South Birmingham, Alabama 35205 Main: (205) 930-5100 |
305 Church Street/Suite 800 Huntsville, Alabama 35801 Main: (256) 536-1711 http://www.sirote.com |
One St. Louis Centre/Suite 1000 Mobile, Alabama 36602 Main: (251) 432-1671 |
Board of Trustees
Colonial Properties Trust
December 10, 2010
Page 2
Colonial Properties Trust
December 10, 2010
Page 2
statements of fact made in the documents so reviewed, and we have not independently
established the facts so relied on. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Alabama Real Estate Investment
Trust Act of 1995, as currently in effect. We express no opinion herein as to any other laws,
statutes, ordinances, rules, or regulations. As used herein, the term Alabama Real Estate
Investment Trust Act of 1995 includes the applicable statutory provisions contained therein, all
applicable provisions of the Alabama Constitution and reported judicial decisions interpreting
these laws. The opinion expressed herein is based on a review of those laws that, in our
experience, are generally recognized as applicable to the transactions contemplated in the Equity
Distribution Agreements.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
authorization by the Companys Board of Trustees, or authorization by a duly authorized pricing
committee thereof, within the limitations established by resolutions duly adopted by the Companys
Board of Trustees and duly authorized pricing committee thereof and in each case made available to
us, of the terms pursuant to which the Shares may be sold pursuant to the Equity Distribution
Agreements, (ii) authorization by a duly authorized executive officer, designated by the pricing
committee to approve placement notices under the Equity Distribution Agreements, of the terms of
each placement notice issued consistent with the foregoing and pursuant to which the Shares may be
sold pursuant to the Equity Distribution Agreements, (iii) issuance of the Shares pursuant to the
terms established by the Board of Trustees and the pricing committee thereof and the terms of the
applicable placement notice, and (iv) receipt by the Company of the proceeds for the Shares sold
pursuant to such terms and such applicable placement notice, the Shares will be validly issued,
fully paid, and non-assessable.
In addition to the qualifications, exceptions and limitations elsewhere set forth in this
opinion letter, the foregoing opinion is also subject to the effect of: (1) bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting creditors rights (including,
without limitation, the effect of statutory and other law regarding fraudulent conveyances,
fraudulent transfers and preferential transfers); and (2) the exercise of judicial discretion and
the application of principles of equity including, without limitation, requirements of good faith,
fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable
agreements are considered in a proceeding in equity or at law).
In accordance with the general policies of this law firm in rendering legal opinion, we have
assumed for the purposes of the opinions expressed herein that no fraud exists with respect to any
of the matters relevant to the opinions expressed herein, although we have no reason to believe
that there exists any fraud which would render invalid the opinions expressed
below. This opinion letter has been prepared for use in connection with the filing by the
Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form
8-K will be incorporated by reference into the Registration Statement and prospectus supplement
relating to the offering. We assume no obligation to advise you of any changes in the
Board of Trustees
Colonial Properties Trust
December 10, 2010
Page 3
Colonial Properties Trust
December 10, 2010
Page 3
foregoing
subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the above-described
Form 8-K and to the reference to this firm under the caption Legal Matters in the prospectus
relating to the offering. Hogan Lovells US LLP, counsel to the Company, may rely on this opinion
in rendering its opinion to you with respect to those matters specified herein. In giving this
consent, we do not thereby admit that we are an expert within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ SIROTE & PERMUTT, P.C.
SIROTE & PERMUTT, P.C.