Attached files
file | filename |
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8-K - FORM 8-K - FIRST INDUSTRIAL REALTY TRUST INC | c63304e8vk.htm |
EX-8.1 - EX-8.1 - FIRST INDUSTRIAL REALTY TRUST INC | c63304exv8w1.htm |
EX-10.1 - EX-10.1 - FIRST INDUSTRIAL REALTY TRUST INC | c63304exv10w1.htm |
EX-99.1 - EX-99.1 - FIRST INDUSTRIAL REALTY TRUST INC | c63304exv99w1.htm |
EXHIBIT 5.1
Direct: 410.659.4509 | Direct Fax: 410.659.4599 |
February 28, 2011
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is furnished in our capacity as special Maryland counsel for First Industrial
Realty Trust, Inc., a Maryland corporation (the Company), in connection with the issuance and
sale of up to ten million (10,000,000) shares of the Companys common stock, par value $0.01 per
share (collectively, the Securities) pursuant to that certain Distribution Agreement dated
February 28, 2011 (the Distribution Agreement) by and among the Company, First Industrial L.P., a
Delaware limited partnership (the Operating Partnership) and J.P. Morgan Securities, Inc., and
any and all Terms Agreements, Alternative Distribution Agreements and/or Alternative Terms
Agreements (each as defined in the Distribution Agreement).
The Securities were registered pursuant to a registration statement on Form S-3 (No.
333-157771) (the Registration Statement) filed with the Securities and Exchange Commission (the
Commission) on March 6, 2009, which was declared effective on September 18, 2009, including a
prospectus thereto (the Prospectus) filed with the Commission, as supplemented by the prospectus
supplement dated February 28, 2011 (the Prospectus Supplement). Each of the Registration
Statement, the Prospectus and the Prospectus Supplement was filed under the Securities Act of 1933,
as amended (the Securities Act). Terms used but not defined herein shall have the meanings given
to them in the Distribution Agreement.
In connection therewith, we have examined, among other things, originals or copies, certified
or otherwise identified to our satisfaction, of the following:
(a) | Articles of Amendment and Restatement of the Company filed June 13, 1994, as amended to date (the Charter); | ||
(b) | Amended and Restated Bylaws of the Company, as amended to date; | ||
(c) | records of proceedings of the Board of Directors of the Company, including those certain resolutions adopted February 14, 2011 (the Authorizing Resolutions); | ||
(d) | Certificate of Status for the Company issued by the State Department of Assessments and Taxation of Maryland (the SDAT) dated February 28, 2011; | ||
(e) | the Registration Statement, Prospectus and Prospectus Supplement; | ||
(f) | the Distribution Agreement and form of Terms Agreement; |
First Industrial Realty Trust, Inc.
February 28, 2011
Page 2
February 28, 2011
Page 2
(g) | certificates of officers of the Company and the representations and warranties contained in the Distribution Agreement; and | ||
(h) | such other contracts, certificates, records and copies of executed originals, final forms and draft forms of documents as we deemed necessary for the purpose of this opinion. |
With respect to the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We have not independently
verified any factual matters or reviewed any documents other than the documents referred to above
and accordingly we do not express any opinion as to matters that might have been disclosed by
independent verification or review. As to matters of fact that have not been independently
established, we have relied upon representations of officers of the Company.
We have further assumed that (i) prior to issuance of the Securities, valid consideration for
the Securities has been received in full and consists in whole or in part of money, tangible or
intangible property, labor or services actually performed for the Company, a promissory note or
other obligation for future payment in money, or contracts for labor or services performed; (ii) to
the extent that any Securities are being issued in exchange or upon exercise or conversion of any
other securities, the requirements of clause (i) of this sentence shall have been satisfied as to
the issuance of such other securities; (iii) the Prospectus and Prospectus Supplement will have
been filed with the Commission and have become effective; (iv) all Securities will be issued and
sold in compliance with applicable federal and state securities laws; (v) the Distribution
Agreement and any Alternative Distribution Agreement, Terms Agreement and Alternative Terms
Agreement shall have been duly authorized and validly executed and delivered by the Company and the
other parties thereto and shall be binding upon and enforceable against the Company and the other
parties thereto; and (vi) any and all Alternative Distribution Agreements and Alternative Terms
Agreements are identical to the Distribution Agreement and Terms Agreement, respectively.
We are attorneys admitted to practice in the State of Maryland. We express no opinion
concerning the laws of any jurisdictions other than the laws of the United States of America and
the State of Maryland.
Based upon the foregoing, we are of the opinion that the Securities, when issued in accordance
with the Authorizing Resolutions, upon receipt by the Company of the consideration provided for in
the Authorizing Resolutions and as provided in the Distribution Agreement, Registration Statement,
Prospectus and Prospectus Supplement will be duly authorized, validly issued, fully-paid and
non-assessable.
The foregoing assumes that all requisite steps will be taken to comply with the requirements
of the Securities Act and applicable requirements of state laws regulating the offer and sale of
securities, and that additional action will be taken by the Company to effect the issuance of the
Securities.
This opinion may be relied upon by the firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP
with respect to that firms opinion which may be filed as an exhibit to the
First Industrial Realty Trust, Inc.
February 28, 2011
Page 3
February 28, 2011
Page 3
Companys Form 8-K filing with the Commission on the date hereof. In addition, we hereby consent
to the reference to our firm under the caption Legal Matters in the Prospectus Supplement. Our
consent to such reference does not constitute a consent under Section 7 of the Securities Act and
in consenting to such reference we have not certified any part of the Registration Statement,
Prospectus or Prospectus Supplement and do not otherwise come within the categories of persons
whose consent is required under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours, |
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/s/ McGuireWoods LLP | ||||