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EX-8.1 - EX-8.1 - COUSINS PROPERTIES INCa17-4800_11ex8d1.htm
EX-1.1 - EX-1.1 - COUSINS PROPERTIES INCa17-4800_11ex1d1.htm
8-K - 8-K - COUSINS PROPERTIES INCa17-4800_118k.htm

Exhibit 5.1

 

King & Spalding LLP
1180 Peachtree Street N.E.
Atlanta, Georgia 30309-3521
Phone: 404/ 572-4600
Fax: 404/572-5100
www.kslaw.com

 

February 23, 2017

 

Cousins Properties Incorporated
191 Peachtree Street, NE
Suite 500
Atlanta, Georgia 30303

 

Re: Registration of 25,000,000 Shares of Cousins Properties Incorporated Common Stock

 

Ladies and Gentlemen:

 

We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the offering of shares of common stock, par value $1.00 per share (“Common Stock”), by the Company pursuant to the Underwriting Agreement, dated February 21, 2017 (the “Underwriting Agreement”), between the Company, Morgan Stanley & Co. LLC (the “Underwriter”) and TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC (collectively, the “Selling Shareholders”) with respect to (i) the sale by the Selling Shareholders and the purchase by the Underwriter of 38,571,336 shares of Common Stock (the “Selling Shareholder Shares”) and (ii) the issue and sale by the Company and the purchase by the Underwriter of 25,000,000 shares of Common Stock (the “Company Shares,” and together with the Selling Shareholder Shares, the “Shares”).    This opinion is being rendered on behalf of the Company in connection with the Company’s Registration Statement on Form S-3, (File No. 333-2154300 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

 

In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and public officials.

 

This opinion is limited in all respects to the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

 

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that, when issued and delivered in accordance with the terms of the Underwriting Agreement, the Shares will be duly authorized and validly issued, fully paid and nonassessable.

 

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that

 



 

occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

 

We hereby consent to the filing of this opinion as an Exhibit to the current report on Form 8-K filed on February 23, 2017 and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement dated February 22, 2017.

 

 

Very truly yours,

 

 

 

/s/ King & Spalding LLP

 

 

 

KING & SPALDING LLP

 

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