Attached files
file | filename |
---|---|
8-K - Education Realty Trust, Inc. | v207116_8k.htm |
EX-8.1 - Education Realty Trust, Inc. | v207116_ex8-1.htm |
EX-1.1 - Education Realty Trust, Inc. | v207116_ex1-1.htm |
EX-99.1 - Education Realty Trust, Inc. | v207116_ex99-1.htm |
Exhibit
5.1
[LETTERHEAD
OF VENABLE LLP]
January
7, 2011
Education
Realty Trust, Inc.
Suite
300
530 Oak
Court Drive
Memphis,
Tennessee 38117
Re: Registration Statement on
Form S-3 (Registration No. 333-161493)
Ladies
and Gentlemen:
We have
served as Maryland counsel to Education Realty Trust, Inc., a Maryland
corporation (the “Company”), in connection with certain matters of Maryland law
arising out of the registration of up to 13,225,000 shares (the “Shares”) of
Common Stock, $.01 par value per share, of the Company (including up to
1,725,000 Shares which the underwriters in the Offering (as defined herein) have
the option to purchase solely to cover over-allotments), covered by the
above-referenced Registration Statement, and all amendments thereto (the
“Registration Statement”), filed by the Company with the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “1933 Act”). The Shares are to be issued in
an underwritten public offering (the “Offering”) pursuant to the Prospectus
Supplement (as defined herein).
In
connection with our representation of the Company, and as a basis for the
opinion hereinafter set forth, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents
(hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement;
2. The
Prospectus, dated September 10, 2009, as supplemented by a Prospectus
Supplement, dated January 5, 2011 (the “Prospectus Supplement”), filed with the
Commission pursuant to Rule 424(b) of the General Rules and Regulations
promulgated under the 1933 Act;
3. The
charter of the Company (the “Charter”), certified by the State Department of
Assessments and Taxation of Maryland (the “SDAT”);
4. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by
an officer of the Company;
Education
Realty Trust, Inc.
January
7, 2011
Page
2
5. A
certificate of the SDAT as to the good standing of the Company, dated as of a
recent date;
6. Resolutions
adopted by the Board of Directors of the Company relating to, among other
matters, the authorization of the sale, issuance and registration of the Shares
(the “Resolutions”), certified as of the date hereof by an officer of the
Company;
7. A
certificate executed by an officer of the Company, dated as of the date hereof;
and
8. Such
other documents and matters as we have deemed necessary or appropriate to
express the opinion set forth below, subject to the assumptions, limitations and
qualifications stated herein.
In
expressing the opinion set forth below, we have assumed the
following:
1. Each
individual executing any of the Documents, whether on behalf of such individual
or any other person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly
and validly executed and delivered each of the Documents to which such party is
a signatory, and such party’s obligations set forth therein are legal, valid and
binding and are enforceable in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and
content of all Documents submitted to us as unexecuted drafts do not differ in
any respect relevant to this opinion from the form and content of such Documents
as executed and delivered. All Documents submitted to us as certified or
photostatic copies conform to the original documents. All signatures
on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All
representations, warranties, statements and information contained in the
Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.
5. The
Shares will not be issued in violation of any restriction or limitation
contained in Article VII (Restriction on Transfer and Ownership of Shares) of
the Charter.
Education
Realty Trust, Inc.
January
7, 2011
Page
3
Based upon the foregoing, and subject
to the assumptions, limitations and qualifications stated herein, it is our
opinion that:
1. The
Company is a corporation duly incorporated and existing under and by virtue of
the laws of the State of Maryland and is in good standing with the
SDAT.
2. The
issuance of the Shares has been duly authorized and, when and to the extent
issued against payment therefor in accordance with the Registration Statement,
the Prospectus Supplement and the
Resolutions, the Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the
laws of the State of Maryland and we do not express any opinion herein
concerning any other law. We express no opinion as to compliance with
any federal or state securities laws, including the securities laws of the State
of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State of
Maryland, we do not express any opinion on such matter. The opinion
expressed herein is subject to the effect of judicial decisions which may permit
the introduction of parol evidence to modify the terms or the interpretation of
agreements.
The
opinion expressed herein is limited to the matters specifically set forth herein
and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date
hereof.
This
opinion is being furnished to you for submission to the Commission as an exhibit
to the Company’s Current Report on Form 8-K relating to the Offering (the
“Current Report”), which is incorporated by reference in the Registration
Statement. We hereby consent to the filing of this opinion as an
exhibit to the Current Report and the said incorporation by reference and to the
use of the name of our firm therein. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
by Section 7 of the 1933 Act.
Very
truly yours,
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|
/s/
Venable LLP
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