Attached files
file | filename |
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8-K - FORM 8-K - FIRST POTOMAC REALTY TRUST | c22132e8vk.htm |
EX-1.1 - EXHIBIT 1.1 - FIRST POTOMAC REALTY TRUST | c22132exv1w1.htm |
EX-8.1 - EXHIBIT 8.1 - FIRST POTOMAC REALTY TRUST | c22132exv8w1.htm |
Exhibit 5.1
[Hogan Lovells US LLP Letterhead]
September 2, 2011
Board of Trustees
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, MD 20814
First Potomac Realty Trust
7600 Wisconsin Avenue
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as counsel to First Potomac Realty Trust, a Maryland real estate investment
trust (the Company), and First Potomac Realty Investment Limited Partnership, a Delaware limited
partnership and the Companys operating partnership (the Operating Partnership), in connection
with the public offering of up to 5,243,900 of the Companys common shares of beneficial interest,
par value $0.001 per share (the Shares), all of which Shares are to be offered and sold by the
Company from time to time in accordance with the terms of the Second Amended and Restated Sales
Agreement, dated September 2, 2011, among the Company, the Operating Partnership and Cantor
Fitzgerald & Co. (the Sales Agreement), and as described in the prospectus supplement dated
September 2, 2011 (the Prospectus Supplement) and the accompanying prospectus dated July 1, 2011
(together with the Prospectus Supplement, collectively, the Prospectus) that form part of the
Companys effective registration statement on Form S-3, as amended (File No. 333-175330) (the
Registration Statement). This opinion letter is furnished to you at your request to enable you
to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments
and documents as we have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies (including telecopies). We
also have assumed that the Shares will not be issued in violation of the ownership limit contained
in the Companys First Amended and Restated Declaration of Trust. As to all matters of fact, we
have relied on the representations and statements of fact made in the documents so reviewed, and we
have not independently established the facts so relied on. This opinion letter is given, and all
statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of the
Maryland REIT Law, as amended. We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations. As used herein, the term Maryland REIT Law, as amended
includes the statutory provisions contained therein, all applicable provisions of the Maryland
Constitution and reported judicial decisions interpreting these laws.
Board of Trustees
First Potomac Realty Trust
September 2, 2011
Page 2
First Potomac Realty Trust
September 2, 2011
Page 2
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
execution and delivery by the Company and the Operating Partnership of the Sales Agreement, (ii)
authorization by the Companys Board of Trustees, or authorization by a duly authorized pricing
committee thereof, within the limitations established by resolutions duly adopted by the Companys
Board of Trustees and duly authorized pricing committee thereof and in each case made available to
us, of the terms pursuant to which the Shares may be sold pursuant to the Sales Agreement, (iii)
issuance of the Shares pursuant to the terms established by the pricing committee of the Board of
Trustees, the terms of the applicable placement notice and the terms of the Sales Agreement, and
(iv) receipt by the Company of the proceeds for the Shares sold pursuant to such terms established
by the pricing committee of the Board of Trustees and such applicable placement notice, the Shares
will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of
a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be
incorporated by reference into the Registration Statement and Prospectus. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described
Form 8-K and to the reference to this firm under the caption Legal Matters in the Prospectus
Supplement. In giving this consent, we do not thereby admit that we are an expert within the
meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan Lovells US LLP
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP