Attached files
| file | filename |
|---|---|
| 8-K - Winthrop Realty Liquidating Trust | e609961_8k-wrt.htm |
| EX-8.1 - Winthrop Realty Liquidating Trust | e609961_ex8-1.htm |
| EX-4.1 - Winthrop Realty Liquidating Trust | e609961_ex4-1.htm |
| EX-99.1 - Winthrop Realty Liquidating Trust | e609961_ex99-1.htm |
| EX-10.2 - Winthrop Realty Liquidating Trust | e609961_ex10-2.htm |
| EX-10.1 - Winthrop Realty Liquidating Trust | e609961_ex10-1.htm |
Phone: 216.621.0150
Fax: 216.241.2824
www.hahnlaw.com
August 15, 2012
Winthrop Realty Trust
7 Bulfinch Place
Suite 500
Boston, MA 02114
Ladies and Gentlemen:
Solely for the purpose of this opinion letter, the undersigned has acted as Ohio counsel to Winthrop Realty Trust (the “Company”). This opinion letter (the “Opinion”) is furnished to you in connection with a supplement to the prospectus (the “Prospectus Supplement”) contained in that Registration Statement on Form S-3 of the Company (Registration File No. 333-155761) (the “Registration Statement”) filed on or about August 8, 2012, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the Company offering to sell up to $75,000,000.00 in total aggregate principal amount of a new issue of Senior Secured Notes, bearing a stated rate of interest of 7.75%, payable quarterly in arrears (the “Senior Notes”). Further, the Underwriters have been granted an option to purchase up to an additional $11,250,000.00 in total aggregate principal amount of Notes offered thereby (the “Option Notes”). The Senior Notes and the Option Notes shall be referred to herein as the “Notes.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Underwriting Agreement.
We have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
(a) The Second Amended and Restated Declaration of Trust of the Company dated as of May 21, 2009, together with all amendments thereto as of August 15, 2012.
(b) The By-Laws of the Company as amended and restated November 3, 2009 together with any amendments thereto as of August 15, 2012.
(c) The Prospectus Supplement to the Registration Statement as filed on or about August 8, 2012.
(d) The form of certificate representing the Notes.
(e) The Indenture and the Pledge Agreement.
Winthrop Realty Trust
August 15, 2012
Page
(f) The resolutions of the Board of Trustees of the Company dated July 18, 2012, relating to the authorization of the issuance of the Notes and the filing of the Prospectus Supplement to the Registration Statement.
(g) Certificate of Full Force and Effect for the Company, dated as of August 2, 2012, issued by the Secretary of State of Ohio.
(h) Certificate from an officer of the Company, dated as of August 15, 2012, as to certain factual matters.
(i) Such other documents as we have deemed material to the opinions set forth below.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(1) The Company is an unincorporated association in the form of a real estate investment trust organized and validly existing under the laws of the State of Ohio.
(2) The Notes to be issued by the Company pursuant to the Prospectus Supplement have been duly authorized.
(3) The Notes to be issued by the Company pursuant to the Prospectus Supplement, when issued and sold in the manner contemplated by the Prospectus Supplement, will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of Ohio and express no opinion as to any laws other than the laws of the State of Ohio and federal law of the United States of America as they exist on the date of this Opinion. We bring your attention to that fact that our legal opinions are an expression of professional judgment and are not a guaranty of result.
We hereby consent to the filing of this Opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
HAHN LOESER & PARKS LLP