Attached files
file | filename |
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8-K - FORM 8-K - FIRST POTOMAC REALTY TRUST | w81159e8vk.htm |
EX-1.1 - EX-1.1 - FIRST POTOMAC REALTY TRUST | w81159exv1w1.htm |
EX-8.1 - EX-8.1 - FIRST POTOMAC REALTY TRUST | w81159exv8w1.htm |
Exhibit 5.1
January 14, 2011
Board of Trustees
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, Maryland 20814
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, Maryland 20814
Ladies and Gentlemen:
We are acting as counsel to First Potomac Realty Trust, a Maryland real estate investment
trust (the Company), in connection with the public offering of up to 4,600,000 of the Companys
7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (including 600,000 preferred
shares subject to an overallotment option), par value $0.001 per share (the Preferred Shares),
all of which Preferred Shares are to be sold by the Company pursuant to a prospectus supplement
dated January 12, 2011 and the accompanying prospectus dated August 22, 2008 (such documents,
collectively, the Prospectus) that form part of the Companys effective registration statement on
Form S-3, including all post-effective amendments thereto and as may be otherwise amended (File No.
333-142147) (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 the Preferred Shares will not be issued in violation of the ownership limit
contained in the Companys First Amended and Restated Declaration of Trust and the Articles
Supplementary thereto. As to all matters of fact, we have relied on the representations and
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 applicable provisions of Title
8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended,
currently in effect. We express no opinion herein as to any other laws, statutes, ordinances,
rules, or regulations. As used herein, the term Title 8 of the Corporations and Associations
Article of the Annotated Code of Maryland, as amended includes the applicable statutory provisions
contained therein, all applicable provisions of the Maryland Constitution and reported judicial
decisions interpreting these laws.
Board of Trustees
First Potomac Realty Trust
January 14, 2011
First Potomac Realty Trust
January 14, 2011
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
issuance and delivery of the Preferred Shares pursuant to the terms of the Underwriting Agreement,
dated January 12, 2011, by and among the Company, First Potomac Realty Investment Limited
Partnership, a Delaware limited partnership, and Wells Fargo Securities, LLC, as representative of
the several underwriters listed on Schedule A attached thereto, and (ii) receipt by the Company of
the consideration for the Preferred Shares specified in the resolutions of the Board of Trustees
and the Pricing Committee of the Board of Trustees, the Preferred Shares will be validly issued,
fully paid, and non-assessable.
This opinion letter has been prepared for your 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 Preferred Shares,
which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus,
and speaks as of the date hereof. We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described
Form 8-K and to the reference to this firm under the caption Legal Matters in the Prospectus. 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/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
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