Attached files
Exhibit 5.1
[Hogan Lovells US LLP Letterhead]
October 5, 2012
Board of Trustees
Pennsylvania Real Estate Investment Trust
The Bellevue
200 South Broad Street
Philadelphia, PA 19102-3803
Ladies and Gentlemen:
We are acting as counsel to Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the Company), in connection with the public offering of 3,450,000 shares of the Companys 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share (the Series B Preferred Shares), all of which Series B Preferred Shares are to be sold by the Company pursuant to a prospectus supplement dated October 1, 2012 and the accompanying prospectus dated January 12, 2012 (such documents, collectively, the Prospectus) that form part of the Companys effective registration statement on Form S-3, (File No. 333-178599) (the Registration Statement). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We have also assumed that the Series B Preferred Shares will not be issued in violation of the ownership limits contained in the Companys Trust Agreement as Amended and Restated December 18, 2008, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of Title 15 of the Pennsylvania Consolidated Statutes, as amended, currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance and delivery of the Series B Preferred Shares pursuant to the terms of the Purchase Agreement, dated October 1, 2012, by and among the Company, PREIT Associates, L.P., a Delaware limited partnership and the Companys operating partnership, and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed on Schedule A attached thereto, and (ii) receipt by the Company of the consideration for the Series B Preferred Shares specified in the resolutions of the Board of Trustees of the Company and the Pricing Committee of the Board of Trustees of the Company, the Series B Preferred Shares will be validly issued, fully paid, and nonassessable.
Board of Trustees | Page 2 | October 5, 2012 | ||
Pennsylvania Real Estate Investment Trust |
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Series B Preferred Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption Legal Matters in the Prospectus. In giving this consent, we do not thereby admit that we are an expert within the meaning of the Securities Act of 1933, as amended.
Very truly yours, |
/s/ HOGAN LOVELLS US LLP |
HOGAN LOVELLS US LLP |