|EX-5.1 - OPINION OF GOODWIN PROCTER LLP REGARDING THE LEGALITY OF THE SHARES OFFERED - BOSTON PROPERTIES INC||d231738dex51.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2011
BOSTON PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 8.01.||Other Events.|
On September 14, 2011, Boston Properties, Inc. (the Company) filed with the Securities and Exchange Commission (the SEC) a prospectus supplement dated September 14, 2011 (the Prospectus Supplement) to its prospectus dated August 9, 2011, which was included in its automatic shelf registration statement on Form S-3 (No. 333-176157) (the Registration Statement). The Prospectus Supplement relates to the resale by a selling stockholder of up to 26,821 shares of the Companys common stock that may be issued from time to time if, and to the extent that, such selling stockholder, which holds an equal number of common units of limited partnership interest (the OP Units) in Boston Properties Limited Partnership, the Companys operating partnership, presents such OP Units for redemption, and the Company exercises its right to issue shares of its common stock instead of paying a cash amount.
The Company is filing the opinion of its counsel, Goodwin Procter LLP, as Exhibit 5.1 hereto, regarding the legality of the shares of common stock covered by the Prospectus Supplement. Exhibit 5.1 is incorporated herein by reference and into the Registration Statement and the Prospectus Supplement.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
|Item 9.01.||Financial Statements and Exhibits.|
|5.1||Opinion of Goodwin Procter LLP regarding the legality of the shares offered|
|23.1||Consent of Goodwin Procter LLP (included in Exhibit 5.1)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|BOSTON PROPERTIES, INC.|
|Date: September 14, 2011||By:|
|Name:||Michael E. LaBelle|
|Title:||Senior Vice President, Chief Financial Officer & Treasurer|