Attached files
file | filename |
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8-K - FORM 8-K - BRANDYWINE REALTY TRUST | w82170ae8vk.htm |
EX-4.2 - EX-4.2 - BRANDYWINE REALTY TRUST | w82170aexv4w2.htm |
EX-1.1 - EXHIBIT 1.1 - BRANDYWINE REALTY TRUST | w82170aexv1w1.htm |
EX-4.1 - EXHIBIT 4.1 - BRANDYWINE REALTY TRUST | w82170aexv4w1.htm |
EX-1.2 - EXHIBIT 1.2 - BRANDYWINE REALTY TRUST | w82170aexv1w2.htm |
EX-99.1 - EX-99.1 - BRANDYWINE REALTY TRUST | w82170aexv99w1.htm |
Exhibit 5.1
April 5, 2011
Brandywine Operating Partnership, L.P.
Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Ladies and Gentlemen:
We have served as counsel to Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the Operating Partnership) and Brandywine Realty Trust, a Maryland real estate
investment trust (the Company, and together with the Operating Partnership, the Issuers) in
connection with the offer and sale of $325,000,000 principal amount 4.95% notes due April 15, 2018
(the Notes) of the Operating Partnership and the issuance of the unconditional guarantee of the
Notes by the Company (the Guarantee, and together with the Notes, the Debt Securities),
pursuant to a Registration Statement on Form S-3 (Registration No. 333-158589) (the Registration
Statement), filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Notes will be issued pursuant to an
Underwriting Agreement, dated March 30, 2011 (the Underwriting Agreement) by and among the
Issuers, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
and the other several underwriters named therein. Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Statement.
In connection with our representation of the Issuers, and as a basis for the opinions
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The Registration Statement and the related form of prospectus (the Prospectus)
relating to the Debt Securities included therein in the form in which it was transmitted to the
Commission under the Act;
2. The global note evidencing the Notes;
3. The Certificate of Limited Partnership of the Operating Partnership (the Partnership
Certificate), certified as of a recent date by the Office of the Secretary of State of the State
of Delaware;
4. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership,
as amended through the date hereof (the Partnership Agreement), certified as of a
recent date by an officer of the Company in its capacity as the general partner of the
Operating Partnership;
5. The Amended and Restated Declaration of Trust of the Company, as amended and
supplemented through the date hereof (the Declaration of Trust), certified as of a recent date by
the State Department of Assessments and Taxation of Maryland;
6. The Bylaws of the Company (the Bylaws) as amended through the date hereof, certified
as of a recent date by an officer of the Company;
7. A certificate of the Office of the Secretary of State of the State of Delaware as to the
good standing of the Operating Partnership, dated as of a recent date;
8. A certificate of the State Department of Assessments and Taxation of Maryland as to the
good standing of the Company, dated as of a recent date;
9. Resolutions (the Resolutions) adopted by the Board of Trustees of the Company, or a
duly authorized committee thereof (acting on behalf of the Company in its own capacity and its
capacity as the general partner of the Operating Partnership) relating to the issuance of the Debt
Securities, certified as of a recent date by an officer of the Company;
10. The Underwriting Agreement, certified as of a recent date by an officer of the Company;
11. The Indenture dated as of October 22, 2004, by and among the Issuers and The Bank of
New York Mellon, as trustee (the Trustee) (as supplemented and/or amended the Indenture); and
12. Such other documents and matters as we have deemed necessary or appropriate to express
the opinions set forth in this letter, subject to the assumptions, limitations and qualifications
stated herein.
In expressing the opinions set forth below, we have assumed the following:
1. Each individual executing or delivering any of the Documents, whether on behalf of such
individual or another person, is legally competent to do so;
2. Each individual executing or delivering any of the Documents on behalf of a party (other
than the Issuers) is duly authorized to do so;
3. Each of the parties (other than the Issuers) executing or delivering any of the
Documents has duly and validly executed and delivered each of the Documents to which such party is
a signatory, and the obligations of such party set forth therein are legal, valid and binding and
are enforceable in accordance with all stated terms;
4. All Documents submitted to us as originals are authentic. All Documents submitted to us
as certified or photostatic copies conform to the original documents. All signatures on all such
Documents are genuine. All public records reviewed or relied upon by us or on our
behalf are true and complete. All statements and information contained in the Documents are
true and complete. There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
5. The Debt Securities will not be issued or transferred in violation of any restriction
contained in the Indenture, the Partnership Certificate, the Partnership Agreement, the Declaration
of Trust or the Bylaws.
To the extent that the obligations of the Issuers under the Indenture may be dependent upon
such matters, we have assumed for purposes of this opinion that the Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization; that the
Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the
Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the valid
and binding obligation of the Trustee enforceable against the Trustee in accordance with all
applicable laws and regulations; and that the Trustee has the requisite organization and legal
power and authority to perform its obligations under the Indenture.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Operating Partnership is a limited partnership duly formed, validly existing and in
good standing under the laws of the State of Delaware.
2. The Company is a real estate investment trust duly formed and existing under and by
virtue of the laws of the State of Maryland and is in good standing with the State Department of
Assessments and Taxation of Maryland.
3. The Notes are duly authorized for issuance and, when issued and delivered against
payment therefor in accordance with the Underwriting Agreement and the Indenture, will constitute
valid and binding obligations of the Operating Partnership enforceable against the Operating
Partnership in accordance with their terms.
4. The Guarantee of the Company is duly authorized for issuance and, when issued and
delivered against payment for the Notes in accordance with the Underwriting Agreement and the
Indenture, will constitute a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms.
In addition to the other qualifications, exceptions and limitations set forth in this opinion
letter, our opinions expressed in paragraphs 3 and 4 above are also subject to the effect of: (a)
bankruptcy, insolvency, reorganization, 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 (b) the exercise of judicial
discretion and the application of principles of equity, good faith, fair dealing, reasonableness,
conscionability and materiality (regardless of whether the applicable agreements are considered in
a proceeding in equity or at law).
The foregoing opinions are limited to the substantive laws of the State of Delaware and the
State of Maryland, and we do not express any opinion herein concerning any other law. We express
no opinion as to compliance with any federal or state securities laws, including the securities
laws of the State of Delaware and the State of Maryland, or as to federal or state laws regarding
fraudulent transfers. We assume no obligation to supplement this opinion letter if any applicable
law changes after the date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof.
This opinion letter is being furnished to you for your submission to the Commission as an
exhibit to the reports filed on Form 8-K (the Form 8-K Reports) to be filed by the Operating
Partnership and by the Company with the Commission on or about the date hereof. We hereby consent
to the filing of this opinion as an exhibit to the Form 8-K Reports and to the use of the name of
our firm therein and under the section Legal Matters in the Prospectus included in the
Registration Statement. In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours, |
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/s/ Pepper Hamilton LLP | ||||
Pepper Hamilton LLP | ||||