Attached files
file | filename |
---|---|
8-K - FORM 8-K - Pebblebrook Hotel Trust | w82649e8vk.htm |
EX-1.2 - EX-1.2 - Pebblebrook Hotel Trust | w82649exv1w2.htm |
EX-1.3 - EX-1.3 - Pebblebrook Hotel Trust | w82649exv1w3.htm |
EX-1.1 - EX-1.1 - Pebblebrook Hotel Trust | w82649exv1w1.htm |
Exhibit 5.1
750 E. Pratt Street, Suite 900 Baltimore, Maryland 21202 |
Telephone 410-244-7400 Facsimile 410-244-7742 |
www.venable.com |
May 3, 2011
Pebblebrook Hotel Trust
2 Bethesda Metro Center, Suite 1530
Bethesda, MD 20814
2 Bethesda Metro Center, Suite 1530
Bethesda, MD 20814
Re: Registration Statement on Form S-3 (File No. 333-171469)
Ladies and Gentlemen:
We have served as Maryland counsel to Pebblebrook Hotel Trust, a Maryland real estate
investment trust (the Company), in connection with certain matters of Maryland law relating to
the offering by the Company of common shares of beneficial interest, par value $0.01 per share, of
the Company having an aggregate offering price of up to $125,000,000 (the Shares), covered by the
above-referenced Registration Statement, and all amendments thereto (the Registration Statement),
filed by the Company with the United States Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended (the 1933 Act). The Shares are to be issued
pursuant to (i) the Equity Distribution Agreement, dated as of May 3, 2011 (the Raymond James
Distribution Agreement), by and among the Company, Pebblebrook Hotel, L.P., a Delaware limited
partnership (Pebblebrook LP), and Raymond James & Associates, Inc., (ii) the Equity Distribution
Agreement, dated as of May 3, 2011 (the Merrill Distribution Agreement), by and among the
Company, Pebblebrook LP and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
(iii) the Equity Distribution Agreement, dated as of May 3, 2011 (the Wells Fargo Distribution
Agreement and, together with the Raymond James Distribution Agreement and the Merrill Distribution
Agreement, the Distribution Agreements), by and among the Company, Pebblebrook LP and
Wells Fargo Securities, LLC.
In connection with our representation of the Company, 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 and the related form of prospectus included therein in the form
in which it was transmitted to the Commission under the 1933 Act;
2. The Prospectus Supplement, dated May 3, 2011, filed by the Company with the Commission
pursuant to Rule 424(b) under the 1933 Act;
3. The Declaration of Trust of the Company, as amended and supplemented (the Declaration of
Trust), certified by the State Department of Assessments and Taxation of Maryland (the SDAT);
Pebblebrook Hotel Trust
May 3, 2011
Page 2
May 3, 2011
Page 2
4. The 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;
6. Resolutions adopted by the Board of Trustees of the Company, or a duly authorized committee
thereof, relating to, among other matters, the sale, issuance and registration of the Shares (the
Resolutions), certified as of the date hereof by an officer of the Company;
7. The Distribution Agreements;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. 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
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the 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 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.
Pebblebrook Hotel Trust
May 3, 2011
Page 3
May 3, 2011
Page 3
5. The Shares will not be issued or transferred in violation of the restrictions on
transfer and ownership contained in Article VII of the Declaration of Trust.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a real estate investment trust 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 issuance of the Shares has been duly authorized and, when and if delivered against
payment therefor in accordance with the Registration Statement and the Resolutions, the Shares will
be validly issued, fully paid and nonassessable.
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.
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 Current Report on Form 8-K relating to the issuance of the Shares (the Current
Report), which is incorporated by reference in the Registration Statement. 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 | ||||