Attached files
| file | filename |
|---|---|
| EX-5.1 - EXHIBIT 5.1 - Physicians Realty Trust | docdrisppvenableopinion4.htm |
| 8-K - 8-K - Physicians Realty Trust | a8-k2017drispp11032017.htm |
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Exhibit 8.1
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November 3, 2017
Physicians Realty Trust
309 N. Water Street
Suite 500
Milwaukee, WI 53202
RE: Physicians Realty Trust
Qualification as Real Estate Investment Trust
Ladies and Gentlemen:
We have acted as U.S. federal income tax counsel for Physicians Realty Trust, a
Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a
Delaware limited partnership (together with the Company, the “Opinion Parties”), in
connection with the registration of 1,458,659 of the Company’s common shares, par
value $0.01 per share (the “Shares”), to be issued by the Company in accordance
with its Dividend Reinvestment and Share Purchase Plan. The Shares are being
registered pursuant to the Registration Statement on Form S-3ASR (File No. 333-
216214), as amended through the date hereof (the “Registration Statement”), that
was filed on behalf of the Opinion Parties with the Securities and Exchange
Commission (the “SEC”). You have requested our opinion regarding certain U.S.
federal income tax matters.
In connection with the opinions rendered below, we have examined the following:
1) the Company’s Declaration of Trust;
2) the Company’s Bylaws;
3) the Registration Statement;
4) the prospectus relating to the offering of securities of the Opinion
Parties that forms a part of and is included in the Registration
Statement (the “Base Prospectus”) as supplemented by the prospectus
supplement dated November 3, 2017 relating to the registration of the
Shares (the “Prospectus Supplement”); and
5) such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
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In connection with the opinions rendered below, we have assumed generally that:
1) Each of the documents referred to above has been duly authorized,
executed and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended.
2) During the Company’s fiscal years ended December 31, 2013,
December 31, 2014, December 31, 2015 and December 31, 2016 and
subsequent fiscal years, the Company, the partnerships and the
corporations in which the Company owns an interest (respectively,
the “Partnerships” and “Corporations”) have operated and will
continue to operate in such a manner that makes and will continue to
make the factual representations contained in a certificate, dated as of
the date hereof and executed by a duly appointed officer of the
Company (the “Officer’s Certificate”), true for such years.
3) No amendments to the organizational documents of the Company, the
Partnerships and the Corporations will be made after the date of this
opinion that would affect the Company’s qualification as a real estate
investment trust (a “REIT”) for any taxable year.
4) No action will be taken by the Company, the Partnerships or the
Corporations after the date hereof that would have the effect of
altering the facts upon which the opinions set forth below are based.
In connection with the opinions rendered below, we also have relied upon the
correctness of the factual representations contained in the Officer’s Certificate. After
reasonable inquiry, we are not aware of any facts inconsistent with the factual
representations set forth in the Officer’s Certificate.
Based on the documents and assumptions set forth above, the representations set
forth in the Officer’s Certificate and the factual matters in the discussion in the Base
Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” as
supplemented by the discussion in the Prospectus Supplement under the caption
“Additional U.S. Federal Income Tax Considerations” (which discussions are
incorporated herein by reference), we are of the opinion that:
a) the Company qualified to be taxed as a REIT pursuant to sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the
“Code”), for its fiscal years ended December 31, 2013, December 31,
2014, December 31, 2015 and December 31, 2016, and the
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Company’s organization and current method of operation will enable
it to continue to qualify to be taxed as a REIT for its current fiscal
year ending December 31, 2017 and in the future;
b) the statements contained in the Base Prospectus under the caption
“Material U.S. Federal Income Tax Considerations” and in the
Prospectus Supplement under the caption “Additional U.S. Federal
Income Tax Considerations,” insofar as such statements constitute
matters of law, summaries of legal matters, or legal conclusions, have
been reviewed by us and fairly present and summarize, in all material
respects, the matters referred to therein.
We will not review on a continuing basis the Company’s compliance with the
documents or assumptions set forth above, or the representations set forth in the
Officer’s Certificate. Accordingly, no assurance can be given that the actual results
of the Company’s operations for its fiscal year ending December 31, 2017, and
subsequent fiscal years, will satisfy the requirements for qualification and taxation as
a REIT.
We also note that the tax consequences addressed herein depend upon the actual
occurrence of events in the future, which events may or may not be consistent with
any representations or covenants made to us for purposes of this opinion. In
particular, the qualification and taxation of the Company as a REIT for U.S. federal
income tax purposes depend upon the Company’s ability to meet, on a continuing
basis, certain distribution levels, diversity of stock ownership, and the various
qualification tests imposed by the Code. To the extent that the facts differ from
those represented to or assumed by us herein, our opinion should not be relied upon.
Our opinion is based on existing law as contained in the Code, final and temporary
Treasury Regulations promulgated thereunder, administrative pronouncements of the
Internal Revenue Service (the “IRS”) and court decisions as of the date hereof. The
provisions of the Code and the Treasury Regulations, IRS administrative
pronouncements and case law upon which this opinion is based could change at any
time, possibly with retroactive effect. In addition, some of the issues under existing
law that could significantly affect our opinion have not yet been authoritatively
addressed by the IRS or the courts, and our opinion is not binding on the IRS or the
courts. Hence, there can be no assurance that the IRS will not challenge, or that the
courts will agree, with our conclusions.
We have acted as U.S. federal income tax counsel to the Company with respect to
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the registration of the Shares. The foregoing opinions are limited to the U.S. federal
income tax matters addressed herein, and no other opinions are rendered with respect
to other U.S. federal tax matters or to any issues arising under the tax laws of any
other country, or any state or locality. We have also not considered any non-tax
matters. We undertake no obligation to update the opinions expressed herein after
the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on
Form 8-K to be filed with the SEC on the date hereof and the use of the name of our
firm therein. In giving this consent, we do not acknowledge that we are in the
category of persons whose consent is required by Section 7 of the Securities Act of
1933, as amended, or the rules and regulations promulgated thereunder by the SEC.
Very truly yours,
/s/ Baker & McKenzie LLP