Attached files
file | filename |
---|---|
8-K - FORM 8-K - RPT Realty | k50267e8vk.htm |
EX-8.1 - EX-8.1 - RPT Realty | k50267exv8w1.htm |
EX-1.1 - EX-1.1 - RPT Realty | k50267exv1w1.htm |
EX-99.3 - EX-99.3 - RPT Realty | k50267exv99w3.htm |
EX-99.2 - EX-99.2 - RPT Realty | k50267exv99w2.htm |
EX-99.1 - EX-99.1 - RPT Realty | k50267exv99w1.htm |
Exhibit 5.1
April 6, 2011
Ramco-Gershenson Properties Trust
31500 Northwest Highway
Suite 300
Farmington Hills, Michigan 48334
31500 Northwest Highway
Suite 300
Farmington Hills, Michigan 48334
Re:
|
Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the Company)Issuance and Sale of up to 1,840,000 shares (the Shares) of 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, par value $0.01 per share, of the Company pursuant to a Registration Statement on Form S-3 (Registration No. 333-156689) originally filed with the United States Securities and Exchange Commission (the Commission) on January 12, 2009, as amended to date (the Registration Statement) |
Ladies and Gentlemen:
We have acted as Maryland real estate investment trust counsel to the Company in connection
with the registration of the Shares under the Securities Act of 1933, as amended (the Act), by
the Company pursuant to the Registration Statement. You have requested our opinion with respect to
the matters set forth below.
In our capacity as Maryland real estate investment trust counsel to the Company and for the
purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the Documents):
(i) the declaration of trust of the Company (the Declaration of Trust) represented by
Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation
of Maryland (the Department) on October 2, 1997, Articles Supplementary filed with the Department
on October 2, 1997 and Articles of Merger filed with the Department on December 18, 1997 and
December 31, 1997, a Certificate of Correction filed with the Department on April 23, 2002,
Articles Supplementary filed with the Department on November 8, 2002, Articles Supplementary filed
with the Department on June 1, 2004, Articles Supplementary filed with the Department on June 9,
2005, Articles of Amendment filed with the Department on June 9, 2005, Articles Supplementary filed
with the Department on December 12, 2007, Articles Supplementary filed with the Department on April
2, 2009, Articles Supplementary filed with the Department on September 8, 2009, Articles of
Amendment filed with the Department on June 9, 2010, Articles of Restatement filed with the
Department on June 9, 2010, Articles of Amendment
filed with the Department on April 5, 2011 and Articles Supplementary filed with the
Department on April 5, 2011 (the Series D Articles Supplementary);
Atlanta
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BALLARD SPAHR LLP
Ramco-Gershenson Properties Trust
April 6, 2011
Page 2
April 6, 2011
Page 2
(ii) the Amended and Restated Bylaws of the Company, adopted as of June 8, 2010 (the
Bylaws);
(iii) the Written Consent of Trustees in Lieu of Organization Meeting, dated as of October 2,
1997 (the Organizational Resolutions);
(iv) resolutions adopted by the Board of Trustees of the Company (the Board of Trustees), or
a duly authorized committee thereof, on or as of March 11, 2011, March 31, 2011 and April 4, 2011,
which, among other things, authorized the issuance of the Shares (together, the Trustees
Resolutions);
(v) the Registration Statement and the related form of prospectus and prospectus supplement
included therein, in substantially the form filed with the Commission pursuant to the Act;
(vi) a certificate of Dennis E. Gershenson, President and Chief Executive Officer of the
Company, and Gregory R. Andrews, Chief Financial Officer and Secretary of the Company, dated as of
the date hereof (the Officers Certificate), to the effect that, among other things, the
Declaration of Trust, the Bylaws, the Organizational Resolutions and the Trustees Resolutions are
true, correct and complete, have not been rescinded or modified and are in full force and effect on
the date of the Officers Certificate;
(vii) a status certificate of the Department, dated as of March 30, 2011, to the effect that
the Company is duly formed and existing under the laws of the State of Maryland and is duly
authorized to transact business in the State of Maryland; and
(viii) such other laws, records, documents, certificates, opinions and instruments as we have
deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications
noted below.
In reaching the opinion set forth below, we have assumed the following:
(a) each person executing any of the Documents on behalf of a party (other than the Company)
is duly authorized to do so;
(b) each natural person executing any of the Documents is legally competent to do so;
(c) any of the Documents submitted to us as originals are authentic; any of the Documents
submitted to us as certified or photostatic copies conform to the original documents; all
signatures on all of the Documents are genuine; all public records reviewed or relied upon by
us or on our behalf are true and complete; all statements and information contained in the
Documents are true and complete; there has been no modification of, or amendment to, any of the
Documents, and
BALLARD SPAHR LLP
Ramco-Gershenson Properties Trust
April 6, 2011
Page 3
April 6, 2011
Page 3
there has been no waiver of any provision of any of the Documents by action or
omission of the parties or otherwise;
(d) the Officers Certificate and all other certificates submitted to us are true and correct
both when made and as of the date hereof;
(e) the Company has not, and is not required to be, registered under the Investment Company
Act of 1940;
(f) none of the Shares will be issued or transferred in violation of the provisions of Article
VII of the Declaration of Trust or Section 13 of the Series D Articles Supplementary relating to
restrictions on ownership and transfer of shares of beneficial interest of the Company;
(g) none of the Shares will be issued and sold to an Interested Stockholder of the Company or
an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation
Law (MGCL), in violation of Section 3-602 of MGCL;
(h) in no event will the aggregate offering price of the Shares and any other securities
issued and sold under the Registration Statement exceed $300,000,000; and
(i) at all times from and after their date of issuance through the date of issuance of the
Shares, all shares of beneficial interest of the Company (including the Shares) constitute, and
will constitute, transferable shares under Section 856(a)(2) of the Internal Revenue Code of
1986, as amended.
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it
is our opinion that, as of the date of this letter:
1) The Company has been duly formed and is validly existing as a real estate investment trust
in good standing under the laws of the State of Maryland.
2) The Shares have been duly authorized for issuance by the Company, and the Shares, when
issued and delivered by the Company in exchange for payment of the consideration therefor as
provided in the Trustees Resolutions, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the substantive 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 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.
BALLARD SPAHR LLP
Ramco-Gershenson Properties Trust
April 6, 2011
Page 4
April 6, 2011
Page 4
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in
effect and facts and circumstances presently existing and brought to our attention. We assume no
obligation to supplement this opinion letter if any applicable laws change after the date hereof,
or if we become aware of any facts or circumstances that now exist or that occur or arise in the
future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and further
consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the
identification of our firm as Maryland real estate investment trust counsel to the Company in the
section of the Registration Statement entitled Legal Matters. 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 Act.
Very truly yours, |
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/s/ Ballard Spahr LLP | ||||