Attached files
file | filename |
---|---|
8-K - FORM 8-K - BioMed Realty Trust Inc | a59129e8vk.htm |
EX-4.2 - EX-4.2 - BioMed Realty Trust Inc | a59129exv4w2.htm |
EX-5.2 - EX-5.2 - BioMed Realty Trust Inc | a59129exv5w2.htm |
EX-4.1 - EX-4.1 - BioMed Realty Trust Inc | a59129exv4w1.htm |
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
March 30, 2011
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
17190 Bernardo Center Drive
San Diego, California 92128
BioMed Realty Trust, L.P.
17190 Bernardo Center Drive
San Diego, California 92128
Re: Registration Statement on Form S-3 (Registration Nos. 333-161751 and 333-161751-01) |
Ladies and Gentlemen:
We have served as Maryland counsel to BioMed Realty Trust, Inc., a Maryland corporation (the
Company), and BioMed Realty Trust, L.P., a Maryland limited partnership (the Operating
Partnership), in connection with certain matters of Maryland law arising out of the registration
of $400,000,000 in aggregate principal amount of the Operating Partnerships 3.85% Senior Notes due
2016 (the Notes) and the guarantee by the Company of the obligations of the Operating Partnership
under the Notes (the Guarantee). The Notes and the Guarantee are covered by the above-referenced
Registration Statement, and all amendments thereto (the Registration Statement), filed by the
Company and the Operating Partnership with the United States Securities and Exchange Commission
(the Commission) under the Securities Act of 1933, as amended (the 1933 Act).
In connection with our representation of the Company and the Operating Partnership, 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 November 15, 2010, as supplemented by a Prospectus Supplement, dated
March 23, 2011, filed with the Commission pursuant to Rule 424(b)(2) of the General Rules and
Regulations promulgated under the 1933 Act;
3. The charter of the Company, certified by the State Department of Assessments and Taxation
of Maryland (the SDAT);
4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by
an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
March 30, 2011
Page 2
BioMed Realty Trust, L.P.
March 30, 2011
Page 2
6. The Certificate of Limited Partnership of the Operating Partnership, certified by the SDAT;
7. The Fourth Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, certified as of the date hereof by an officer of the Company;
8. A certificate of the SDAT as to the good standing of the Operating Partnership, dated as of
a recent date;
9. Resolutions adopted by the Board of Directors of the Company, in its own capacity and in
its capacity as the sole general partner of the Operating Partnership, or by a duly authorized
committee thereof, relating to, among other matters, (a) the sale and issuance of the Notes, (b)
the Guarantee and (c) the authorization of the execution, delivery and performance by the Company
and the Operating Partnership of the Indenture (as defined herein), certified as of the date hereof
by an officer of the Company;
10. The Indenture, dated as of the date hereof, by and among the Operating Partnership, the
Company and U.S. Bank National Association, as supplemented by the Supplemental Indenture No. 1,
dated as of the date hereof (collectively, the Indenture);
11. The Guarantee contained in the Indenture;
12. A certificate executed by an officer of the Company, dated as of the date hereof; and
13. 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
or the Operating Partnership) is duly authorized to do so.
3. Each of the parties (other than the Company or the Operating Partnership) executing any of
the Documents has duly and validly executed and delivered each of the
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
March 30, 2011
Page 3
BioMed Realty Trust, L.P.
March 30, 2011
Page 3
Documents to which such party is a signatory, and such partys 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.
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. The Operating Partnership is a
limited partnership duly formed and existing under and by virtue of the laws of the State of
Maryland and is in good standing with the SDAT.
2. The execution, delivery and performance of the Indenture have been duly authorized by all
necessary corporate action of the Company and all necessary partnership action of the Operating
Partnership. The Notes have been duly authorized for issuance by the Operating Partnership. The
Guarantee has been duly authorized by the Company.
3. The Indenture has been duly executed and delivered by the Company and the Operating
Partnership.
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 the applicability or
effect of 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 the laws of 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 any judicial decision which may permit the introduction of parol
evidence to modify the terms or the interpretation of agreements.
BioMed Realty Trust, Inc.
BioMed Realty Trust, L.P.
March 30, 2011
Page 4
BioMed Realty Trust, L.P.
March 30, 2011
Page 4
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 Companys and the Operating Partnerships
Current Report on Form 8-K relating to the Notes and the Guarantee (the Current Report),
which is incorporated by reference in the Registration Statement.
Latham & Watkins LLP, counsel
to the Company and the Operating Partnership, may rely on this opinion in connection with any
opinions to be delivered by it in connection with the Notes and the Guarantee. 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,
/s/ Venable LLP