Attached files
file | filename |
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8-K - FORM 8-K - RPT Realty | k50267e8vk.htm |
EX-5.1 - EX-5.1 - RPT Realty | k50267exv5w1.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 8.1
(313) 465-7000 | ||
Fax: (313) 465-8000 | ||
Honigman Miller Schwartz and Cohn LLP Attorneys and Counselors |
honigman.com | |
April 6, 2011
Ramco-Gershenson Properties Trust
31500 Northwestern Highway
Suite 300
Farmington Hills, Michigan 48334
31500 Northwestern Highway
Suite 300
Farmington Hills, Michigan 48334
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
We have acted as counsel to Ramco-Gershenson Properties Trust, a Maryland real estate
investment trust (the Company) formerly known as RGPT Trust, which is the successor in interest
to Ramco-Gershenson Properties Trust, a Massachusetts business trust originally known as RPS Realty
Trust, in connection with the public offering of the Companys Series D cumulative convertible
perpetual preferred shares of beneficial interest (the Offering), pursuant to the Registration
Statement on Form S-3 (File No. 333-156689) filed by the Company with the Securities and Exchange
Commission (the Commission) on or about January 12, 2009, under the Securities Act of 1933, as
amended (the Registration Statement), as more fully described in the Companys prospectus
supplement filed with the Commission on April 1, 2011 (the Prospectus Supplement), to the
prospectus dated February 9, 2009 (together with all exhibits, amendments and supplements thereto
(including the Prospectus Supplement), the Prospectus). This opinion, which regards certain
federal income tax matters, is being rendered at the request of the Company.
In rendering the opinion stated below, we have examined and, with your consent, relied upon
the following documents:
(i) | RGPT Trust Declaration of Trust dated October 2, 1997; | ||
(ii) | RGPT Trust Articles of Amendment and Restatement of Declaration of Trust dated October 2, 1997; | ||
(iii) | RGPT Trust Articles Supplementary dated October 2, 1997; | ||
(iv) | Ramco-Gershenson Properties Trust Articles Supplementary dated November 8, 2002; | ||
(v) | Ramco-Gershenson Properties Trust Articles Supplementary dated May 28, 2004; |
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April 6, 2011
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(vi) | Ramco-Gershenson Properties Trust Articles Supplementary dated June 8, 2005; | ||
(vii) | Ramco-Gershenson Properties Trust Articles of Amendment dated June 8, 2005; | ||
(viii) | Ramco-Gershenson Properties Trust Articles Supplementary dated December 12, 2007; | ||
(ix) | Ramco-Gershenson Properties Trust Articles Supplementary dated March 31, 2009; | ||
(x) | Ramco-Gershenson Properties Trust Articles Supplementary dated September 8, 2009; | ||
(xi) | Ramco-Gershenson Properties Trust Articles of Amendment dated June 8, 2010; | ||
(xii) | Ramco-Gershenson Properties Trust Articles of Restatement dated June 8, 2010; | ||
(xiii) | Ramco-Gershenson Properties Trust Articles Supplementary dated April 5, 2011; | ||
(xiv) | The Limited Partnership Agreement of Ramco Gershenson Properties, L.P. (the Operating Partnership), as amended to the date hereof (the Partnership Agreement); | ||
(xv) | The Registration Statement and the Prospectus; | ||
(xvi) | A letter of even date to us from Dennis Gershenson, Chief Executive Officer of the Company, containing certain written representations of the Company (Certificate of Representations); and | ||
(xvii) | Such other records, certificates and documents as we have deemed necessary or appropriate for purposes of rendering the opinion set forth herein. |
In our examination of the foregoing documents, we have assumed, with your consent, that (i)
the documents are original documents, or true and accurate copies of original documents,
and have not been subsequently amended, (ii) the signatures on each original document are genuine,
(iii) where any such document required execution by a person, the person who executed the document
had proper authority and capacity, (iv) all representations and statements set forth
2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506
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April 6, 2011
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in such documents are and will be true and correct, (v) where any such document imposes obligations on a
person, such obligations have been or will be performed or satisfied in accordance with their terms
and (vi) the Company at all times has been and will be organized and operated in accordance with
the terms of such documents. We have not independently investigated or made separate inquiry into
any of the representations, facts or assumptions set forth in such documents or any other
documents. We have, consequently, assumed and relied on the Companys representations that the
information presented in the foregoing documents or otherwise furnished to us completely and
accurately describes all material facts relevant to our opinion. Without limiting the foregoing,
we have assumed that all statements and descriptions of the Companys past and intended future
activities in the Certificate of Representations are true and accurate, and that all
representations that speak in the future, or to the intention or expectation, or to the best of the
belief and knowledge of any person(s) are and will be true, correct and complete as if made without
such qualification. No facts have come to our attention, however, that would cause us to question
the accuracy or completeness of such facts, assumptions or documents in a material way.
For purposes of rendering the opinion stated below, we have assumed that the Offering
contemplated by the foregoing documents has been or will be consummated in accordance with the
operative documents. In addition, our opinion is based on the assumptions that (i) the Company has
been and will continue to be operated in accordance with the laws of the State of Maryland (and the
Companys predecessor had been operated in accordance with the laws of the State of Massachusetts);
(ii) the Company has been and will continue to be operated in the manner described in the relevant
organizational documents; (iii) the Operating Partnership has been and will continue to be operated
in accordance with the laws of the State of Delaware; and (iv) the Operating Partnership has been
and will continue to be operated in the manner described in the Partnership Agreement.
In rendering the opinion stated below, we have also considered and relied upon the Internal
Revenue Code of 1986, as amended (the Code), the regulations promulgated thereunder (the
Regulations), administrative rulings and the other interpretations of the Code and Regulations by
the courts and the Internal Revenue Service (IRS), all as they exist as of the date hereof. It
should be noted, however, that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some circumstances, with retroactive
effect. We can give no assurance, therefore, that legislative enactments, administrative changes
or court decisions may not be forthcoming that would modify or supersede the opinion stated herein.
In addition, there can be no assurance that positions contrary to our opinion will not be taken by
the IRS, or that a court considering the issues will not hold contrary to such opinion. Moreover,
the opinion set forth below represents our conclusions based upon the documents, facts, assumptions
and representations referred to above. Any material amendments to such documents or changes in any
significant facts after the date hereof, or inaccuracy of such assumptions or representations, could affect the opinion stated
herein.
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We express no opinion as to the laws of any jurisdiction other than the federal laws of the
United States of America to the extent specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that, since the commencement of
the Companys taxable year which began January 1, 2002, the Company has been organized and operated
in conformity with the requirements for qualification as a REIT under the Code and its proposed
method of operation (as represented in the Prospectus) will enable it to continue to meet the
requirements for qualification and taxation as a REIT under the Code. The Companys qualification
and taxation as a REIT under the Code will depend upon the Companys ability to meet, through
actual operating results, the applicable asset composition, source of income, stockholder
diversification, distribution and other requirements of the Code and Regulations necessary for REIT
qualification. We will not review such operating results and, accordingly, no assurance can be
given that the actual results of the Companys operations for any taxable year will satisfy the
requirements for REIT qualification and taxation under the Code.
Other than as expressly stated above, we express no opinion as to any other federal income tax
issue or matter relating to the Company. We consent to the filing of this opinion with the
Commission as an exhibit to a Form 8-K and to references to Honigman Miller Schwartz and Cohn LLP
under the sections captioned Additional Federal Income Tax Considerations and Legal Matters in
the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Commission thereunder. This opinion is expressed as of
the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of matters
stated, represented, covenanted, or assumed herein or any subsequent changes in applicable law.
This opinion is issued to you in connection with the Offering and may not be used or relied upon by
any other person or for any other purpose without our express written consent.
Very truly yours, |
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/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP | ||||
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Detroit · Lansing · Oakland County · Ann Arbor · Kalamazoo