Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - COUSINS PROPERTIES INC | g22050e8vk.htm |
| EX-8.1 - EX-8.1 - COUSINS PROPERTIES INC | g22050exv8w1.htm |
Exhibit 5.1
| King & Spalding LLP | ||
| 1180 Peachtree Street N.E. | ||
| Atlanta, GA 30309-3521 |
February 9, 2010
Cousins Properties Incorporated
191 Peachtree Street
Suite 3600
Atlanta, Georgia 30303
191 Peachtree Street
Suite 3600
Atlanta, Georgia 30303
Re: Cousins Properties Incorporated — Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the
“Company”), in connection with the issuance by the Company of up to 1,800,000 shares of the
Company’s common stock (the “Shares”), par value $1.00 per share (the “Common Stock”), to be issued
in connection with a dividend (the “Dividend”) declared by the Board of Directors of the Company on
January 15, 2010. The Dividend is payable to holders of record of the Common Stock as of the close
of business on February 1, 2010 and is expected to be paid on March 15, 2010 substantially on the
terms and in the manner described in the Prospectus Supplement dated as of February 9, 2010 (the
“Prospectus Supplement”). The issuance of the Shares is being registered under the Securities Act
of 1933, as amended, on a Registration Statement on Form S-3 (No. 333-158234) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2009,
which relates to the offering from time to time of certain securities described in the Registration
Statement, including the Shares.
In such capacity, we have examined, and have relied as to matters of fact upon, original,
certified, conformed or photographic copies of such corporate records of the Company, such other
agreements and instruments, such certificates of public officials, officers of the Company and
other persons, and such other documents, records, agreements and certificates as we have deemed
necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed
the genuineness of all signatures on all documents submitted to us as originals and the conformity
to 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 be accurate and to have
been given properly.
Cousins Properties Incorporated
February 9, 2010
Page 2
February 9, 2010
Page 2
The opinions expressed herein are limited in all respects to the federal laws of the United
States of America and 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. The opinions expressed herein are 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 other limitations and qualifications set forth
herein, we are of the opinion that the Shares have been duly authorized and, upon issuance of the
Shares pursuant to the Dividend, will be validly issued, fully paid and non-assessable.
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 may not be furnished to or relied
upon by any person or entity for any purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the Company’s Current Report
on Form 8-K to be filed with the Commission on or about February 9, 2010, which will be
incorporated by reference in the Registration Statement, and to the reference to our firm under the
heading “Legal Matters” in the Prospectus Supplement related to the Shares.
| Very truly yours, |
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| /s/ King & Spalding LLP | ||||
| King & Spalding LLP | ||||