Attached files
file | filename |
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8-K - FORM 8-K - UDR, Inc. | d83463e8vk.htm |
EX-99.1 - EX-99.1 - UDR, Inc. | d83463exv99w1.htm |
EX-1.1 - EX-1.1 - UDR, Inc. | d83463exv1w1.htm |
EX-8.2 - EX-8.2 - UDR, Inc. | d83463exv8w2.htm |
EX-5.1 - EX-5.1 - UDR, Inc. | d83463exv5w1.htm |
Exhibit 8.1
July 13, 2011
UDR, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
Re:
UDR, Inc. 18,000,000 shares of Common Stock, $0.01 par value; Federal Income Tax
Matters
Ladies and Gentlemen:
We have acted as counsel to UDR, Inc., a Maryland corporation (the Company), in connection
with the issuance and sale by the Company of 18,000,000 shares (the Shares) of the Companys
common stock, $0.01 par value (the Common Stock), pursuant to the terms of the Underwriting
Agreement, dated July 13, 2011 (the Underwriting Agreement), among the Company and J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and
Wells Fargo Securities, LLC and the underwriters identified in Schedule A attached thereto
(collectively, the Underwriters). All capitalized terms used herein and not otherwise defined
have the respective meanings assigned to them in the Underwriting Agreement.
You have requested our opinion as to certain federal income tax matters regarding the Shares.
Although you (and each of your employees, representatives, or other agents) may disclose to any and
all persons, without limitation of any kind, the federal tax treatment and federal tax structure of
the Shares and/or the Company, this opinion is intended solely for the benefit of the Company. You
may not authorize any other person or entity to rely on this opinion, or otherwise make this
opinion available for the benefit of any other person or entity, without our prior written consent.
In our capacity as counsel to the Company and for purposes of rendering this opinion, we have
examined and relied upon the following, with your consent: (i) the Registration Statement,
Prospectus, and the Prospectus Supplement, and (ii) such other documents as we have considered
relevant to our analysis. In our examination of such documents, we have assumed the authenticity
of original documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories. We have also assumed that all parties to such documents have acted, and
will act, in accordance with the terms of such documents.
UDR, Inc.
Page Two
Page Two
Furthermore, our opinion is based on the assumption that (i) the facts contained in the Registration Statement, Prospectus, and the Prospectus Supplement are true and complete in all
material respects, and (ii) for federal income tax purposes, the Company qualified as a real estate
investment trust (REIT) for its 2010 taxable year and all prior taxable years. We have not
undertaken any independent inquiry into or verification of these facts either in the course of our
representation of the Company or for the purpose of rendering this opinion. While we have reviewed
all representations made to us to determine their reasonableness, we have no assurance that they
are or will ultimately prove to be accurate.
Our opinion herein is based on existing law as contained in the Internal Revenue Code of 1986,
as amended (the Code), final and temporary Treasury Regulations promulgated thereunder,
administrative pronouncements of the Internal Revenue Service (the IRS) and court decisions as of
the date hereof. The provisions of the Code and the Treasury Regulations, IRS administrative
pronouncements and case law upon which this opinion is based could be changed at any time, perhaps
with retroactive effect. In addition, some of the issues under existing law that could
significantly affect our opinion have not yet been authoritatively addressed by the IRS or the
courts, and our opinion is not binding on the IRS or the courts. Hence, there can be no assurance
that the IRS will not challenge, or that the courts will agree with, our conclusions.
We have reviewed the statements included or incorporated by reference in the Prospectus
Supplement under the heading Material U.S. Federal Income Tax Considerations, and in the
Prospectus under the heading Federal Income Tax Considerations (as modified by the Prospectus
Supplement). Based upon, and subject to, the foregoing and the next paragraph below, insofar as
such statements pertain to matters of law or legal conclusions, it is our opinion that they are
correct in all material respects.
We undertake no obligation to update this opinion, or to ascertain after the date hereof
whether circumstances occurring after such date may affect the conclusions set forth herein. We
express no opinion as to matters governed by any laws other than the Code, the Treasury
Regulations, published administrative announcements and rulings of the IRS, and court decisions.
UDR, Inc.
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Page Three
This opinion is furnished to you solely for use in connection with the Prospectus Supplement.
We hereby consent to the filing of this opinion as an exhibit to the Companys filings with the SEC
in connection with the offering of the Shares. We also consent to the reference to our firm name
in the Prospectus Supplement under the caption Legal Matters. In giving this consent, we do not
admit that we come within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC thereunder, nor do we thereby admit that we
are experts with respect to any part of the Prospectus Supplement within the meaning of the term
experts as used in the Securities Act or the rules and regulations of the SEC promulgated
thereunder.
Very truly yours, |
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/s/ Morrison & Foerster LLP | ||||
Morrison & Foerster LLP | ||||