Attached files
file | filename |
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8-K - FORM 8-K - COLONIAL PROPERTIES TRUST | g25499e8vk.htm |
EX-5.2 - EX-5.2 - COLONIAL PROPERTIES TRUST | g25499exv5w2.htm |
EX-1.2 - EX-1.2 - COLONIAL PROPERTIES TRUST | g25499exv1w2.htm |
EX-8.1 - EX-8.1 - COLONIAL PROPERTIES TRUST | g25499exv8w1.htm |
EX-1.1 - EX-1.1 - COLONIAL PROPERTIES TRUST | g25499exv1w1.htm |
EX-99.1 - EX-99.1 - COLONIAL PROPERTIES TRUST | g25499exv99w1.htm |
Exhibit 5.1
December 10, 2010
Board of Trustees
Colonial Properties Trust
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
Colonial Properties Trust
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
Ladies and Gentlemen:
We are acting as counsel to Colonial Properties Trust, an Alabama real estate investment trust
(the Company), and Colonial Realty Limited Partnership, a Delaware limited partnership (the
Operating Partnership), in connection with the public offering of up to $100,000,000 in aggregate
value of the Companys common shares of beneficial interest, par value $0.01 per share (the
Shares), all of which Shares are to be offered and sold by the Company from time to time in
accordance with the terms of separate Equity Distribution Agreements, each dated December 10, 2010,
among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and among the Company, the Operating Partnership and Wells Fargo Securities, LLC,
respectively (the Equity Distribution Agreements), and as described in the prospectus supplement
dated December 10, 2010 (the Prospectus Supplement) and the accompanying prospectus dated April
10, 2009 (such documents, collectively, the Prospectus) that form part of the Companys effective
registration statement on Form S-3, as amended (File No. 333-158081) (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 Shares will not be issued in violation of the ownership limit contained
in the Companys Declaration of Trust, as amended. 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 Alabama Real Estate Investment
Trust Act of 1995, as currently in effect. We express no opinion herein as to any other laws,
statutes, ordinances, rules, or regulations. As used herein, the term Alabama Real Estate
Board of Trustees
Colonial Properties Trust
December 10, 2010
Page 2
Colonial Properties Trust
December 10, 2010
Page 2
Investment Trust Act of 1995 includes the statutory provisions contained therein, all applicable
provisions of the Alabama Constitution and reported judicial decisions interpreting these laws. In
rendering this opinion letter, we are relying, to the extent that the laws of Alabama are relevant
(without any independent verification or investigation), upon the opinion letter of Sirote &
Permutt, P.C., special counsel to the Company in the State of Alabama, with respect to the matters
addressed therein. A copy of such opinion letter, dated as of the date hereof, is to be filed as
Exhibit 5.2 to the Current Report on Form 8-K relating to the offer and sale of the Shares
described below.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
authorization by the Companys Board of Trustees, or authorization by a duly authorized pricing
committee thereof, within the limitations established by resolutions duly adopted by the Companys
Board of Trustees and duly authorized pricing committee thereof and in each case made available to
us, of the terms pursuant to which the Shares may be sold pursuant to the Equity Distribution
Agreements, (ii) authorization by a duly authorized executive officer, designated by the pricing
committee to approve placement notices under the Equity Distribution Agreements, of the terms of
each placement notice issued consistent with the foregoing and pursuant to which the Shares may be
sold pursuant to the Equity Distribution Agreements, (iii) issuance of the Shares pursuant to the
terms established by the Board of Trustees and the pricing committee thereof and the terms of the
applicable placement notice, and (iv) receipt by the Company of the proceeds for the Shares sold
pursuant to such terms and such applicable placement notice, the Shares will be validly issued,
fully paid, and non-assessable.
This opinion letter has been prepared for 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 Shares, which Form 8-K will be
incorporated by reference into the Registration Statement and Prospectus. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this letter.
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
Supplement. 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.
Board of Trustees
Colonial Properties Trust
December 10, 2010
Page 3
Colonial Properties Trust
December 10, 2010
Page 3
Very truly yours, /s/ HOGAN LOVELLS US LLP HOGAN LOVELLS US LLP |
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