Attached files
file | filename |
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8-K - FORM 8-K - BioMed Realty Trust Inc | a59129e8vk.htm |
EX-4.2 - EX-4.2 - BioMed Realty Trust Inc | a59129exv4w2.htm |
EX-4.1 - EX-4.1 - BioMed Realty Trust Inc | a59129exv4w1.htm |
EX-5.1 - EX-5.1 - BioMed Realty Trust Inc | a59129exv5w1.htm |
Exhibit 5.2
12636 High Bluff Drive, Suite 400 | ||||||
San Diego, California 92130-2071 | ||||||
Tel: +1.858.523.5400 Fax: +1.858.523.5450 | ||||||
www.lw.com | ||||||
FIRM / AFFILIATE OFFICES | ||||||
Abu Dhabi | Moscow | |||||
Barcelona | Munich | |||||
Beijing | New Jersey | |||||
Boston | New York | |||||
Brussels | Orange County | |||||
March 30, 2011
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Chicago | Paris | ||||
Doha | Riyadh | |||||
Dubai | Rome | |||||
Frankfurt | San Diego | |||||
Hamburg | San Francisco | |||||
Hong Kong | Shanghai | |||||
Houston | Silicon Valley | |||||
London | Singapore | |||||
Los Angeles | Tokyo | |||||
Madrid | Washington, D.C. | |||||
Milan |
BioMed Realty Trust, Inc.
BioMed Realty, L.P.
17190 Bernardo Center Drive
San Diego, CA 92128
BioMed Realty, L.P.
17190 Bernardo Center Drive
San Diego, CA 92128
Re: | Registration Statement on Form S-3 and Prospectus Supplement; $400,000,000 Aggregate Principal Amount of BioMed Realty, L.P.s 3.85% Senior Notes Due 2016 |
Ladies and Gentlemen:
We have acted as special counsel to BioMed Realty Trust, Inc., a Maryland corporation (the
Guarantor), and BioMed Realty, L.P., a limited partnership organized under the laws of the State
of Maryland (the Operating Partnership), in connection with the issuance of $400,000,000
aggregate principal amount of the Operating Partnerships 3.85% Senior Notes due 2016 (the Notes)
and the guarantee of the Notes (the Guarantee) by the Guarantor, under an indenture, dated March
30, 2011 (the Base Indenture), among the Operating Partnership, the Guarantor and U.S. Bank
National Association, as trustee (the Trustee), as supplemented by Supplemental Indenture No. 1,
dated March 30, 2011, among the Operating Partnership, the Guarantor and the Trustee (the
Supplemental Indenture, and together with the Base Indenture,
the Indenture), and pursuant to a registration statement on Form S-3 under the Securities
Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the
Commission) on September 4, 2009, as amended by Post-Effective Amendment No. 1, filed with the
Commission on November 15, 2010 (File Nos. 333-161751 and 333-161751-01) (as so filed and as
amended, the Registration Statement), a base prospectus, dated November 15, 2010, included as
part of the Registration Statement (the Base Prospectus), a preliminary prospectus supplement,
dated March 23, 2011, filed with the Commission pursuant to Rule 424(b) under the Act, a prospectus
supplement, dated March 23, 2011, filed with the Commission pursuant to Rule 424(b) under the Act
(together with the Base Prospectus, the Prospectus), and an underwriting agreement, dated March
23, 2011 (the Underwriting Agreement), among the Operating Partnership, the Guarantor and Wells
Fargo Securities, LLC,
March 30,
2011
Page 2
Page 2
KeyBanc Capital Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters named therein. This opinion is being furnished in connection with the
requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than
as expressly stated herein with respect to the issue of the Notes and the Guarantee.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Operating Partnership, the Guarantor and
others as to factual matters without having independently verified such factual matters. We are
opining herein as to the internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction
or as to any matters of municipal law or the laws of any local agencies within any state. Various
issues concerning Maryland law are addressed in the opinion of Venable LLP, which has been
separately provided to you. We express no opinion with respect to those matters herein.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when the Notes have been duly executed, issued and authenticated in accordance
with the terms of the Indenture and delivered against payment therefor in the circumstances
contemplated by the Underwriting Agreement, the Notes and the Guarantee will be legally valid and
binding obligations of the Operating Partnership and the Guarantor, respectively, enforceable
against the Operating Partnership and the Guarantor in accordance with their respective terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization,
preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of equity, whether
considered in a proceeding in equity or at law (including the possible unavailability of specific
performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair
dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity
under certain circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we express no opinion with
respect to (a) any provision for liquidated damages, default interest, late charges, monetary
penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed
to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue,
arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in
Section 4.4 of the Base Indenture, (d) any provision requiring the payment of attorneys fees,
where such payment is contrary to law or public policy, (e) any provision permitting, upon
acceleration of the Notes, collection of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon, (f) provisions purporting to make a
guarantor primarily liable rather than as a surety and provisions purporting to waive
modifications of any guaranteed obligation to the extent such modification constitutes a
novation, (g) any provision to the extent it requires any party to indemnify any other person
March 30,
2011
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against loss in obtaining the currency due following a court judgment in another currency and (h)
the severability, if invalid, of provisions to the foregoing effect. We express no opinion or
confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws,
insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty
requirements, New York Stock Exchange rules, FINRA rules, pension or employee benefit laws,
environmental laws, usury laws or margin regulations (without limiting other laws excluded by
customary practice).
With your consent, we have assumed (i) that the Indenture, the Guarantee and the Notes
(collectively, the Documents) have been duly authorized, executed and delivered by the parties
thereto, (ii) that the Documents constitute legally valid and binding obligations of the parties
thereto other than the Operating Partnership and the Guarantor, enforceable against each of them in
accordance with their respective terms, and (iii) that the status of the Documents as legally valid
and binding obligations of the parties is not affected by any (a) breaches of, or defaults under,
agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental
orders or (c) failures to obtain required consents, approvals or authorizations from, or make
required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Guarantors and the Operating
Partnerships Current Report on Form 8-K, dated March 30, 2011, and to the reference to our firm
contained in the Prospectus under the heading Legal Matters. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
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/s/ Latham & Watkins LLP | ||||