Attached files
file | filename |
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EX-1.1 - EX-1.1 - REGENCY CENTERS CORP | d389253dex11.htm |
EX-1.5 - EX-1.5 - REGENCY CENTERS CORP | d389253dex15.htm |
EX-1.4 - EX-1.4 - REGENCY CENTERS CORP | d389253dex14.htm |
EX-1.3 - EX-1.3 - REGENCY CENTERS CORP | d389253dex13.htm |
EX-1.2 - EX-1.2 - REGENCY CENTERS CORP | d389253dex12.htm |
8-K - 8-K - REGENCY CENTERS CORP | d389253d8k.htm |
Exhibit 5.1
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ATTORNEYS AT LAW
ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE, FL 32202-5017 904.359.2000 TEL 904.359.8700 FAX WWW.FOLEY.COM |
May 17, 2017
Regency Centers Corporation
One Independent Dr. - Suite 114
Jacksonville, FL 32202
Ladies and Gentlemen:
This opinion is being furnished in connection with the combined Registration Statement on Form S-3 (Registration Nos. 333-217081 and 333-217081-01) of Regency Centers Corporation (Regency) and Regency Centers, L.P. (RCLP) under the Securities Act of 1933, as amended, for the issuance and sale, from time to time, of up to $500,000,000 aggregate offering price of shares of common stock, par value $0.01 per share (the Shares), of Regency, all of which are authorized but heretofore unissued shares to be offered and sold by Regency. The Shares are to be issued pursuant to (i) those certain Equity Distribution Agreements, each dated May 17, 2017, by and among Regency, RCLP and each of (1) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (2) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., (4) BB&T Capital Markets, a division of BB&T Securities, LLC, (5) BTIG, LLC, (6) RBC Capital Markets, LLC and Royal Bank of Canada, (7) SunTrust Robinson Humphrey, Inc. and (8) Mizuho Securities USA LLC (collectively, the Equity Distribution Agreements), and (ii) those certain Master Confirmations for forward sale transactions, each dated May 17, 2017, by and between Regency and each of Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association, Bank of America, N.A. and Royal Bank of Canada (collectively, the Forward Master Confirmations).
In connection with the issuance and sale of such securities, we have examined and are familiar with: (a) the articles of incorporation and bylaws of Regency, as presently in effect, (b) the proceedings of and actions taken by the Board of Directors of Regency (the Resolutions), (c) the Equity Distribution Agreements, (d) the Forward Master Confirmations, and (e) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion.
Based on the documents and proceedings set forth above, we are of the opinion that the issuance of the Shares has been duly authorized and, when duly issued and delivered by Regency in accordance with the terms of the Equity Distribution Agreements and the Forward Master Confirmations (and related supplemental confirmations), as applicable, against payment therefor (or, in the case of the Forward Master Confirmations (and related supplemental confirmations), in net share settlement thereof), in accordance with the Resolutions and the terms of the Equity Distribution Agreements and the Forward Master Confirmations (and related supplemental confirmations), as applicable, the Shares will be validly issued, fully paid and nonassessable.
BOSTON BRUSSELS CHICAGO DETROIT |
JACKSONVILLE LOS ANGELES MADISON MIAMI |
MILWAUKEE NEW YORK ORLANDO SACRAMENTO |
SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY |
TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
May 17, 2017
Page 2
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.
In rendering this opinion we have assumed, without investigation, verification or inquiry, that there is no oral or written agreement, understanding, course of dealing or usage of trade that would have an effect on the opinions expressed herein.
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 Validity of Securities in the prospectus supplement relating to the offering of the Shares dated May 17, 2017. 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.
Very truly yours, | ||
/s/ FOLEY & LARDNER LLP | ||
FOLEY & LARDNER LLP |