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8-K - FORM 8-K - LEXINGTON REALTY TRUSTv379016_8k.htm
EX-4.1 - EXHIBIT 4.1 - LEXINGTON REALTY TRUSTv379016_ex4-1.htm
EX-5.2 - EXHIBIT 5.2 - LEXINGTON REALTY TRUSTv379016_ex5-2.htm
EX-8.1 - EXHIBIT 8.1 - LEXINGTON REALTY TRUSTv379016_ex8-1.htm

 

 

Exhibit 5.1

 

May 20, 2014  

 

 

Lexington Realty Trust

One Penn Plaza, Suite 4015

New York, NY 10019
Attention: General Counsel

 

Re:Re: Lexington Realty Trust – Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and Lepercq Corporate Income Fund L.P., a Delaware limited partnership (the “Guarantor”), in connection with the issuance and sale by the Company of the Company’s $250.0 million aggregate principal amount of 4.40% Notes due 2024 (the “Notes”) covered by the below-referenced Registration Statement, and all amendments thereto, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

The Notes and the Guarantee thereof will be governed by the Base Indenture, dated May 9, 2014, as amended by the First Supplemental Indenture thereto, dated as of the date hereof (as amended or supplemented through the date hereof, the “Indenture”), among the Company, the Guarantor, and U.S. Bank National Association, as trustee (the “Trustee”).

 

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate or limited partnership records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

 

(i)the registration statement on Form S-3 (No. 333-183645) (as amended, the “Registration Statement”) to which this letter is an exhibit;

 

(ii)the Indenture, including the form of the Notes and the form of guarantee by the Guarantor of the Company’s obligations under the Indenture and the Notes (the “Guarantee”);

 

(iii)the certificate of limited partnership of the Guarantor, certified as of the date hereof, by the Secretary of State of the State of Delaware, and the limited partnership agreement of the Guarantor as presently in effect, as certified by the Secretary of Lex GP-1 Trust, as the general partner of the Guarantor (the “General Partner”), as of the date hereof;

 

 

 

 
 

 

 

 

May 20, 2014

Page 2

 

 

(iv)certificates of the Secretary of State of the State of Delaware as to the formation and good standing of the Guarantor under the laws of the State of Delaware certified as of the date hereof; and

 

(v)resolutions and/or written consents duly adopted by the General Partner, certified by the Secretary of the General Partner, relating to the execution and delivery of, and the performance by the Guarantor of its obligations under the Transaction Documents (as defined herein).

 

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

 

The Notes, the Guarantee and the Indenture are referred to herein, individually, as a “Transaction Document” and, collectively, as the “Transaction Documents.”

 

In such examination and in rendering the opinions expressed below, we have assumed: (i) the due incorporation and valid existence in good standing of the Company under the laws of the State of Maryland; (ii) the due authorization, execution and delivery of all agreements, instruments and other documents by all the parties thereto (other than the due authorization, execution and delivery of the Transaction Documents by the Guarantor); (iii) the genuineness of all signatures on all documents submitted to us; (iv) the authenticity and completeness of all documents, corporate or limited partnership records, certificates and other instruments submitted to us; (v) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate or limited partnership records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (vi) the legal capacity and competency of all individuals executing documents; (vii) that the Transaction Documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto (other than the Company and the Guarantor), enforceable against such parties (other than the Company and the Guarantor) in accordance with their respective terms and that no Transaction Document has been amended or terminated orally or in writing except as has been disclosed to us; and (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company, the Guarantor and the General Partner and other persons on which we have relied for the purposes of this opinion letter are true and correct. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company and the Guarantor.

 

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinions:

 

1.The Notes have been validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

2.The Guarantee is duly authorized for issuance and constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with their terms.

 

 

 
 

 

 

 

May 20, 2014

Page 3

 

 

Our opinions set forth above are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity), including, without limitation, standards of materiality, good faith and reasonableness in the interpretation and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific performance.

 

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this opinion letter, (i) the internal laws of the State of New York, (ii) the Delaware Revised Uniform Limited Partnership Act and (iii) the federal laws of the United States and as provided in the next sentence.

 

This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this opinion letter.

 

We hereby consent to being named as counsel to the Company and the Guarantor in the Registration Statement, to the references therein to our Firm under the caption “Legal Matters” and to the inclusion of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K relating to the Notes, which is incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

 

/s/ Paul Hastings LLP