Attached files
file | filename |
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8-K - FORM 8-K - COUSINS PROPERTIES INC | g22050e8vk.htm |
EX-5.1 - EX-5.1 - COUSINS PROPERTIES INC | g22050exv5w1.htm |
Exhibit 8.1
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: Certain Federal Income Tax Considerations
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
Companys 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 to
holders of record of the Common Stock as of the close of business on February 1, 2010 and 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, and
includes the Prospectus dated April 13, 2009 (the Base Prospectus, and such Base Prospectus,
together with the Prospectus Supplement, the Prospectus). In connection with the preparation of
the Prospectus, the Company has requested our opinion with respect to the discussion included in
the Prospectus under the heading Certain Federal Income Tax Considerations.
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
Cousins Properties Incorporated
February 9, 2010
Page 2
February 9, 2010
Page 2
material to this opinion, we have relied upon statements and representations of
representatives of the Company.
Based upon the foregoing and subject to the other limitations and qualifications set forth
herein, we are of the opinion that, although the discussion set forth in the Prospectus under the
heading Certain Federal Income Tax Considerations does not purport to discuss all possible United
States federal income tax consequences of the acquisition, ownership and disposition of the Shares,
the discussion, although general in nature, constitutes, in all material respects, a fair and
accurate summary under current law of certain material United States federal income tax
consequences of the acquisition, ownership and disposition of the Shares, subject to the
qualifications set forth therein. The United States federal income tax consequences of an
investment in the Shares by an investor will depend on that investors particular situation, and we
express no opinion as to the completeness of the discussion set forth in Certain Federal Income
Tax Considerations as applied to any particular holder.
Other than as expressly stated above, we express no opinion on any issue relating to the
Company or to any investment therein. In particular, we express no opinion on the Companys
qualification as a REIT under the Internal Revenue Code of 1986, as amended, the qualification of
any entities in which the Company has invested as partnerships for federal income tax purposes, or
any other tax consequences that may apply to the Company or to an investment in the Shares.
The opinion expressed herein is based upon the current provisions of the Internal Revenue Code
of 1986, as amended, the U.S. Treasury Regulations promulgated thereunder, current administrative
positions of the U.S. Internal Revenue Service, and existing judicial decisions, any of which could
be changed at any time, possibly on a retroactive basis. Any such changes could adversely affect
the accuracy of the opinion rendered herein, the statements in the Prospectus, and the tax
consequences to the Company and the investors in its securities. In addition, as noted above, our
opinion is based solely on the documents that we have examined, the additional information that we
have obtained, and the representations that have been made to us, and cannot be relied upon if any
of the facts contained in such documents or in such additional information is, or later becomes,
inaccurate or if any of the representations made to us is, or later becomes, inaccurate.
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 solely for the
benefit of the Company in connection with the matters addressed 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 Companys Current Report
on Form 8-K to be filed with the Commission on or about February 9,
Cousins Properties Incorporated
February 9, 2010
Page 3
February 9, 2010
Page 3
2010, which will be
incorporated by reference in the Registration Statement, and to the reference to us 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 | ||||