Attached files
file | filename |
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8-K - FORM 8-K - FIRST POTOMAC REALTY TRUST | w77776e8vk.htm |
EX-8.1 - EX-8.1 - FIRST POTOMAC REALTY TRUST | w77776exv8w1.htm |
EX-1.1 - EX-1.1 - FIRST POTOMAC REALTY TRUST | w77776exv1w1.htm |
Exhibit 5.1
March 19, 2010
Board of Trustees
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, Maryland 20814
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, Maryland 20814
Ladies and Gentlemen:
We are acting as counsel to First Potomac Realty Trust, a Maryland real estate investment
trust (the Company), in connection with the public offering of up to 6,325,000 common shares of
beneficial interest (including 825,000 common shares subject to an overallotment option), par value
$0.001 per share (the Common Shares), all of which Common Shares are to be sold by the Company
pursuant to a prospectus supplement dated March 16, 2010 and the accompanying prospectus dated
August 22, 2008 (such documents, collectively, the Prospectus) that form part of the Companys
effective registration statement on Form S-3, including all post-effective amendments thereto and
as may be otherwise amended (File No. 333-142147) (the Registration Statement). This opinion
letter is furnished to you at your request to enable you to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of such agreements,
instruments and documents as we have deemed an appropriate basis on which to render the opinions
hereinafter expressed. In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original documents, and the
conformity to authentic original documents of all documents submitted to us as copies (including
telecopies). We have also assumed that the Common Shares will not be issued in violation of the
ownership limit contained in the Companys First Amended and Restated Declaration of Trust. As to
all matters of fact, we have relied on the representations and statements of fact made in the
documents so reviewed, and we have not independently established the facts so relied on. This
opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of Title
8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended,
currently in effect. We express no opinion herein as to any other laws,
Board of Trustees
First Potomac Realty Trust,
March 19, 2010
First Potomac Realty Trust,
March 19, 2010
statutes, ordinances, rules, or regulations. As used herein, the term Title 8 of the Corporations
and Associations Article of the Annotated Code of Maryland, as amended includes the applicable
statutory provisions contained therein, all applicable provisions of the Maryland Constitution and
reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
issuance and delivery of the Common Shares pursuant to the terms of the Underwriting Agreement,
dated March 16, 2010, by and among the Company, First Potomac Realty Investment Limited
Partnership, a Delaware limited partnership, and KeyBanc Capital Markets Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters listed on Schedule A attached
thereto, and (ii) receipt by the Company of the consideration for the Common Shares specified in
the resolutions of the Board of Trustees and the Pricing Committee of the Board of Trustees, the
Common Shares will be validly issued, fully paid, and non-assessable.
This opinion letter has been prepared for your use in connection with the filing by the
Company of a Current Report on Form 8-K relating to the offer and sale of the Common Shares, which
Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and
speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this letter.
* * * *
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Board of Trustees
First Potomac Realty Trust,
March 19, 2010
First Potomac Realty Trust,
March 19, 2010
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described
Form 8-K and to the reference to this firm under the caption Legal Matters in the Prospectus. In
giving this consent, we do not thereby admit that we are an expert within the meaning of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson LLP
HOGAN & HARTSON LLP
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