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8-K - FORM 8-K - PARKWAY PROPERTIES INCd674607d8k.htm

Exhibit 5.1

 

 

LOGO

   Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

T +1 202 637 5600

F +1 202 637 5910

www.hoganlovells.com

February 11, 2014

Board of Directors

Parkway Properties, Inc.

Bank of America Center

390 North Orange Avenue, Suite 2400

Orlando, Florida 32801

Ladies and Gentlemen:

We are acting as counsel to Parkway Properties, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of an additional 1,325,000 shares of common stock, par value $0.001 per share (the “Option Securities”), of the Company pursuant to an option granted to the Underwriters to purchase additional shares under the terms of the Underwriting Agreement, dated January 7, 2014, by and among the Company, Parkway Properties LP, a Delaware limited partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as representative of the Underwriters named on Schedule A attached thereto (the “Underwriting Agreement”). The issuance by the Company is being made pursuant to the prospectus supplement dated January 7, 2014 and the accompanying base prospectus dated January 6, 2014 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-193203) (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 opinion 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 also have assumed that the Option Securities will not be issued in violation of the ownership limit contained in the Company’s Articles of Incorporation. 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 the Maryland General Corporation Law.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in:  Alicante  Amsterdam  Baltimore  Beijing  Berlin  Brussels  Caracas  Colorado Springs

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Board of Directors

Parkway Properties, Inc.

  February 11, 2014

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance of the Option Securities pursuant to the terms of the Underwriting Agreement, and (ii) receipt by the Company of the consideration for the Option Securities specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, the Option Securities will be validly issued, fully paid, and nonassessable.

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 Option Securities, 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

 

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