Attached files
file | filename |
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8-K - FORM 8-K - BioMed Realty Trust Inc | c24864e8vk.htm |
EX-1.1 - EX-1.1 - BioMed Realty Trust Inc | c24864exv1w1.htm |
EX-5.1 - EX-5.1 - BioMed Realty Trust Inc | c24864exv5w1.htm |
Exhibit 8.1
355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com |
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FIRM / AFFILIATE OFFICES | ||||
Abu Dhabi | Moscow | |||
Barcelona | Munich | |||
Beijing | New Jersey | |||
Boston | New York | |||
Brussels | Orange County | |||
Chicago | Paris | |||
November 17, 2011
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Doha | Riyadh | ||
Dubai | Rome | |||
Frankfurt | San Diego | |||
Hamburg | San Francisco | |||
Hong Kong | Shanghai | |||
Houston | Silicon Valley | |||
London | Singapore | |||
BioMed Realty Trust, Inc.
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Los Angeles | Tokyo | ||
17190 Bernardo Center Drive
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Madrid | Washington, D.C. | ||
San Diego, California 92128
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Milan |
Re: BioMed Realty Trust, Inc.
Ladies and Gentlemen:
We have acted as tax counsel to BioMed Realty Trust, Inc., a Maryland corporation (the
Company), in connection with the sale on the date hereof by the Company of 22,562,922 shares of
common stock of the Company, $0.01 par value per share, pursuant to (i) a registration statement on
Form S-3 under the Securities Act of 1933, as amended (the Act), filed with the Securities and
Exchange Commission (the Commission) on September 4, 2009 (File No. 333-161751) (as so filed and
as amended, the Registration Statement), (ii) a base prospectus dated November 15, 2010 (the
Base Prospectus), (iii) a prospectus supplement dated November 14, 2011 (together with the Base
Prospectus, the Prospectus), and (iv) an underwriting agreement dated November 14, 2011 by and
among UBS Securities LLC, the Company and BioMed Realty, L.P., a Maryland limited partnership (the
Operating Partnership).
You have requested our opinion concerning certain of the federal income tax considerations
relating to the Company. This opinion is based on certain assumptions and factual representations
concerning the business, assets and governing documents of the Company, the Operating Partnership
and their subsidiaries as set forth in the Registration
Statement and the Prospectus. We have also been furnished with, and with your consent have
relied upon, certain representations made by the Company, the Operating Partnership and their
subsidiaries with respect to various factual matters through a certificate of an officer of the
Company, dated as of the date hereof (the Officers Certificate).
November 17, 2011
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In our capacity as tax counsel to the Company, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion. We have not made an independent
investigation or audit of the facts set forth in the above-referenced documents or in the Officers
Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all
representations and statements made to us which are qualified as to knowledge or belief, without
regard to such qualification. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures thereon, the legal
capacity of natural persons executing such documents and the conformity to authentic original
documents of all documents submitted to us as copies.
We are opining herein only as to the federal income tax laws of the United States, and we
express no opinion with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or other jurisdiction or as to any matters of municipal law or
the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our opinion that:
1. Commencing with its taxable year ending December 31, 2004, the Company has been organized
and has operated in conformity with the requirements for qualification as a real estate investment
trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code), and its proposed
method of operation will enable it to continue to meet the requirements for qualification and
taxation as a REIT under the Code; and
2. The statements in the Base Prospectus set forth under the caption Material United States
Federal Income Tax Considerations as supplemented by the statements set forth in the Companys
current reports on Form 8-K filed with the Commission on February 8, 2011 and September 2, 2011,
insofar as they purport to summarize certain provisions of the statutes or regulations referred to
therein, are accurate summaries in all material respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date of this letter, and we undertake no obligation
to update this opinion subsequent to the date hereof. This opinion is based on various statutory
provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Any such change may affect the conclusions reached in this
opinion. Also, any variation or difference in the facts from those set forth in the Registration
Statement, the Prospectus or the Officers Certificate may affect the conclusions stated herein.
As described in the Base Prospectus, the Companys qualification and taxation as a REIT depend upon
the Companys ability to meet the various qualification tests
imposed under the Code, including through actual annual operating results, asset composition,
distribution levels and diversity of stock ownership, the results of which have not been and will
not be reviewed by Latham & Watkins LLP. No assurance can be given that the actual results of the
Companys operation for any particular taxable year will satisfy those requirements.
November 17, 2011
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This opinion is rendered only to you and is solely for your benefit in connection with the
transaction described above. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to, or relied upon by any other person, firm, or other entity, for any
purpose, without our prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Companys current report on Form 8-K filed with the Commission as of the date
hereof, and to the reference to our firm name in the Prospectus under the captions Material United
States Federal Income Tax Considerations and Legal Matters. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Latham & Watkins LLP