Attached files
| file | filename |
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| 8-K - FORM 8-K - CBL & ASSOCIATES PROPERTIES INC | form8k.htm |
| EX-8.4 - EXHIBIT 8.4 - CBL & ASSOCIATES PROPERTIES INC | exhibit84.htm |
Exhibit 5.4
March 30, 2011
CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee 37421
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Re:
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CBL & Associates Properties, Inc.
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Ladies and Gentlemen:
We have acted as counsel to CBL & Associates Properties, Inc., a Delaware corporation (the “Company”), and CBL & Associates Limited Partnership, a limited partnership formed under the laws of the State of Delaware (the “Operating Partnership”), in connection with the preparation of (i) the Company’s registration statement on Form S-3 (Securities Act File No. 333-161182) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) the Company’s Prospectus Supplement, dated March 30, 2011, and accompanying Prospectus, dated August 7, 2009 (collectively, the “Prospectus”), relating to the public offering of an aggregate of 1,355,671 shares of the Company’s common stock, par value $.01 per share (the “Offered Securities”), which may be sold from time to time by the selling stockholders named in the Prospectus as set forth therein. Any reference to the Prospectus shall be deemed to refer to and include any documents filed by the Company after the date of the Registration Statement under the Securities Exchange Act of 1934, as amended.
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:
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(1)
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the Registration Statement and the Prospectus;
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(2)
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the Amended and Restated Certificate of Incorporation of the Company, as presently in effect;
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(3) the Amended and Restated Bylaws of the Company, as presently in effect;
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(4)
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the Fourth Amended and Restated Partnership Agreement of the Operating Partnership dated November 2, 2010, as amended and supplemented to date (the “Operating Partnership Agreement”);
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CBL & Associates Properties, Inc.
March 30, 2011
Page 2
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(5)
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the Certificate of Incorporation and Bylaws of CBL Holdings I, Inc., a Delaware corporation which is a wholly owned subsidiary of the Company and serves as the General Partner of the Operating Partnership (“CBL Holdings I”), as presently in effect;
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(6)
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the Certificate of Incorporation and Bylaws of CBL Holdings II, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“CBL Holdings II”), as presently in effect;
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(7)
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certain resolutions of the Board of Directors of the Company duly adopted by unanimous written consent effective as of July 7, 2009, as well as (a) at a meeting duly held on December 1, 2010 and (b) by unanimous written consent effective as of March 21, 2011, relating to the filing of the Registration Statement and Prospectus, the issuance of the Offered Securities pursuant to the selling stockholders’ exercise of Series J Exchange Rights under the terms of the Operating Partnership Agreement and related matters, as certified by an Assistant Secretary of the Company in the Certificate of the Assistant Secretary of CBL & Associates Properties, Inc. dated as of even date herewith (the “Assistant Secretary’s Certificate”); and
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(8)
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the related Assignments of Partnership Interests effective as of December 20, 2010 and March 28, 2011, pursuant to which the Offered Securities were issued to the selling stockholders in exchange for Series J special common units of limited partnership in the Operating Partnership in connection with their exercise of Series J Exchange Rights under the Operating Partnership Agreement.
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In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity of the originals of such latter documents, and the enforceability of all documents submitted to us against parties other than the Company. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company without independent verification of their accuracy.
We have also assumed that the Offered Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus.
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:
CBL & Associates Properties, Inc.
March 30, 2011
Page 3
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the Offered Securities have been duly authorized for issuance by the Company, and that upon issuance and delivery in accordance with the manner set forth in the Operating Partnership Agreement and the Prospectus, the Offered Securities will be validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Husch Blackwell LLP under the caption “Legal Matters” in the Prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
This opinion is limited to matters governed by the General Corporation Law of the State of Delaware (the “Delaware Act”). Although we are not licensed in the state of Delaware we are generally familiar with the Delaware Act so that the opinion set forth herein is limited to and based solely on a review of the Delaware Act excluding, however, any case law construing the provisions of such statute or Delaware common law. This opinion is furnished to you solely for your information in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission. This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein.
Very truly yours,
Husch Blackwell LLP
/s/ Husch Blackwell LLP