Attached files
file | filename |
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8-K - FORM 8-K - FIRST INDUSTRIAL REALTY TRUST INC | c63407e8vk.htm |
EX-8.1 - EX-8.1 - FIRST INDUSTRIAL REALTY TRUST INC | c63407exv8w1.htm |
EX-1.1 - EX-1.1 - FIRST INDUSTRIAL REALTY TRUST INC | c63407exv1w1.htm |
EXHIBIT 5.1
Direct: 410.659.4509 | Direct Fax: 410.659.4599 |
March 7, 2011
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is furnished in our capacity as special Maryland counsel for First Industrial
Realty Trust, Inc., a Maryland corporation (the Company), in connection with the filing by the
Company with the Securities and Exchange Commission (the Commission) of a prospectus on March 6,
2009 which was declared effective September 18, 2009, as supplemented by a prospectus supplement
dated March 3, 2011 (together, the Prospectus), for the purpose of registering for sale eight
million nine hundred thousand (8,900,000) shares of the Companys common stock, par value $0.01 per
share (the Securities) to be issued from time to time in connection with a public offering of the
Securities underwritten by UBS Securities LLC (the Underwriter) pursuant to the terms of an
Underwriting Agreement dated March 3, 2011 by and among the Underwriter, the Company and First
Industrial, L.P., a Delaware limited partnership (the Underwriting Agreement).
The Securities were registered pursuant to a registration statement on Form S-3 (No.
333-157771) filed with the Commission on March 6, 2009 which was declared effective on
September 18, 2009, as amended (the Registration Statement). Each of the Registration Statement
and the Prospectus was filed under the Securities Act of 1933, as amended (the Securities Act).
Terms used but not defined herein shall have the meanings given to them in the Registration
Statement.
In connection therewith, we have examined, among other things, originals or copies, certified
or otherwise identified to our satisfaction, of the following:
(a) | Articles of Amendment and Restatement of the Company filed with the State Department of Assessments and Taxation of Maryland (the SDAT) on June 13, 1994, as amended to date (the Charter); |
(b) | Amended and Restated Bylaws of the Company, as amended to date; |
(c) | records of proceedings of the Board of Directors of the Company, including those certain resolutions adopted February 14, 2011 (the Authorizing Resolutions); |
(d) | Certificate of Status for the Company issued by the SDAT dated February 28, 2011; |
First Industrial Realty Trust, Inc.
March 7, 2011
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March 7, 2011
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(e) | the Registration Statement and the Prospectus; |
(f) | the Underwriting Agreement; |
(g) | certificates of officers of the Company and the representations and warranties contained in the Underwriting Agreement; and |
(h) | such other contracts, certificates, records and copies of executed originals, final forms and draft forms of documents as we deemed necessary for the purpose of this opinion. |
With respect to the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We have not independently
verified any factual matters or reviewed any documents other than the documents referred to above
and accordingly we do not express any opinion as to matters that might have been disclosed by
independent verification or review. As to matters of fact that have not been independently
established, we have relied upon representations of officers of the Company.
We have further assumed that (i) prior to issuance of the Securities, valid consideration for
the Securities has been received in full and consists in whole or in part of money, tangible or
intangible property, labor or services actually performed for the Company, a promissory note or
other obligation for future payment in money, or contracts for labor or services performed; (ii) to
the extent that any Securities are being issued in exchange or upon exercise or conversion of any
other securities, the requirements of clause (i) of this sentence shall have been satisfied as to
the issuance of such other securities; (iii) the Prospectus will have been filed with the
Commission and have become effective; (iv) all Securities will be issued and sold in compliance
with applicable federal and state securities laws; and (v) the Underwriting Agreement shall have
been duly authorized and validly executed and delivered by the Company and the other parties
thereto and shall be binding upon and enforceable against the Company and the other parties
thereto.
We are attorneys admitted to practice in the State of Maryland. We express no opinion
concerning the laws of any jurisdictions other than the laws of the United States of America and
the State of Maryland.
Based upon the foregoing, we are of the opinion that the Securities, when issued in accordance
with the Authorizing Resolutions upon receipt by the Company of the consideration provided for in
the Authorizing Resolutions and as provided in the Underwriting Agreement, Registration Statement
and Prospectus, will be duly authorized, validly issued, fully-paid and non-assessable.
The foregoing assumes that all requisite steps will be taken to comply with the requirements
of the Securities Act and applicable requirements of state laws regulating the offer
First Industrial Realty Trust, Inc.
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and sale of securities, and that additional action will be taken by the Company to effect the
issuance of the Securities.
This opinion may be relied upon by the firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP
with respect to that firms opinion to be filed as an exhibit to the Prospectus. In addition, we
hereby consent to the reference to our firm under the caption Legal Matters in the Prospectus.
Our consent to such reference does not constitute a consent under Section 7 of the Securities Act
and in consenting to such reference we have not certified any part of the Registration Statement or
Prospectus and do not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/
McGuireWoods LLP