Attached files

file filename
8-K - FORM 8-K - REGENCY CENTERS CORPd852582d8k.htm
EX-1.1 - EX-1.1 - REGENCY CENTERS CORPd852582dex11.htm
EX-8.1 - EX-8.1 - REGENCY CENTERS CORPd852582dex81.htm
EX-99.1 - EX-99.1 - REGENCY CENTERS CORPd852582dex991.htm
EX-10.2 - EX-10.2 - REGENCY CENTERS CORPd852582dex102.htm
EX-10.1 - EX-10.1 - REGENCY CENTERS CORPd852582dex101.htm

Exhibit 5.1

 

LOGO

 

ATTORNEYS AT LAW

 

ONE INDEPENDENT DRIVE, SUITE 1300

JACKSONVILLE, FL 32202-5017

P. O. BOX 240

JACKSONVILLE, FL 32201-0240

904.359.2000 TEL

904.359.8700 FAX

foley.com

January 15, 2015

Regency Centers Corporation

One Independent Dr. - Suite 114

Jacksonville, FL 32202

Ladies and Gentlemen:

This opinion is being furnished in connection with the Prospectus Supplement dated January 15, 2015 (the “Prospectus Supplement”) filed under the Registration Statement on Form S-3 (Registration No. 333-194301) of Regency Centers Corporation (the “Company”) under the Securities Act of 1933, as amended (the “Registration Statement”), for (i) the offer and sale of 2,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”), which shares were borrowed by the underwriter or its affiliates from third parties, (ii) the offer and sale of up to 375,000 shares of Company common stock, which shares were borrowed by the underwriter or its affiliates from third parties, solely to cover over-allotments (the “Option Shares”), (iii) the issuance of up to 2,875,000 shares of common stock, par value $0.01 per share, of the Company (the “Settlement Shares”) pursuant to a forward sale agreement, (the “Forward Agreement”) entered into between the Company and Wells Fargo Securities, LLC (the “Forward Counterparty”) and (iv) the sale by the Company to the underwriter of any shares of common stock in lieu of the affiliates of the underwriter borrowing and selling to the underwriter any of the Underwritten Shares (the “Standby Shares” and, together with the Underwritten Shares, the Option Shares and the Settlement Shares, the “Shares”).

In connection with the offer and sale of the Underwritten Shares and any Option Shares and Standby Shares, and the issuance of the Settlement Shares and any Option Shares and Standby Shares, we have examined and are familiar with: (a) the articles of incorporation and bylaws of the Company, as presently in effect, (b) the proceedings of and actions taken by the board of directors of the Company and a duly authorized committee of the Board of Directors in connection with the offer and sale of the Underwritten Shares and any Option Shares and Standby Shares (c) the proceedings of and actions taken by the board of directors of the Company and a duly authorized committee of the Board of Directors in connection with the issuance and sale of the Settlement Shares pursuant to the Forward Agreement and the issuance of any Option Shares and Standby Shares and (d) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion.

 

BOSTON

BRUSSELS

CHICAGO

DETROIT

 

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

 

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

 

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

 

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.


LOGO

January 15, 2015

Page 2

Based on the documents set forth above, we are of the opinion that the Underwritten Shares and the Option Shares have been duly authorized, and when delivered against payment therefore, will be legally issued, fully paid and nonassessable. Furthermore, based on the documents set forth above, we are of the opinion that the Settlement Shares have been duly authorized, and when duly issued and delivered to the Forward Counterparty in accordance with the Forward Agreement against payment therefore, will be legally issued, fully paid and nonassessable. In addition, based on the documents set forth above, we are of the opinion that any Standby Shares have been duly authorized, and when duly issued and delivered against payment therefore, will be legally issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Florida. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 in said Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus supplement relating to the offering of the Shares dated January 15, 2015. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

 

Sincerely,
/s/ FOLEY & LARDNER LLP