Attached files
file | filename |
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8-K - FORM 8-K - Pebblebrook Hotel Trust | w84372e8vk.htm |
EX-1.1 - EX-1.1 - Pebblebrook Hotel Trust | w84372exv1w1.htm |
EX-5.1 - EX-5.1 - Pebblebrook Hotel Trust | w84372exv5w1.htm |
EX-99.1 - EX-99.1 - Pebblebrook Hotel Trust | w84372exv99w1.htm |
EX-99.2 - EX-99.2 - Pebblebrook Hotel Trust | w84372exv99w2.htm |
Exhibit 8.1
HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 |
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TEL 804 788 8200 FAX 804 788 8218 |
September 20, 2011
Pebblebrook Hotel Trust
2 Bethesda Metro Center, Suite 1530
Bethesda, Maryland 20814
2 Bethesda Metro Center, Suite 1530
Bethesda, Maryland 20814
Pebblebrook Hotel Trust
Qualification as
Real Estate Investment Trust
Qualification as
Real Estate Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Pebblebrook Hotel Trust, a Maryland real estate investment
trust (the Company), in connection with the preparation of a Registration Statement on Form S-3
(File No. 333-173468) (the Registration Statement) filed with the Securities and Exchange
Commission on April 13, 2011 with respect to the offer and sale of common shares of beneficial
interest, par value $0.01 per share, of the Company (the Common Shares), preferred shares of
beneficial interest, par value $0.01 per share, of the Company (the Preferred Shares), debt
securities of the Company (the Debt Securities), warrants entitling the holders to purchase
Common Shares or Preferred Shares, and units comprising one or more of the preceding securities of
the Company to be offered from time-to-time, and the offer and sale of up to 3,400,000 8.00% Series
B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of the
Company pursuant to a preliminary prospectus supplement filed on September 13, 2011 and a final
prospectus supplement filed on September 15, 2011 (together, the Prospectus Supplement), as part
of the Registration Statement. You have requested our opinion regarding certain U.S. federal
income tax matters.
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Pebblebrook Hotel Trust
September 20, 2011
Page 2
September 20, 2011
Page 2
In giving this opinion letter, we have examined the following:
1. | the Registration Statement, the prospectus (the Prospectus) filed as part of the Registration Statement and the Prospectus Supplement; | |
2. | the Companys Declaration of Trust filed on October 2, 2009 with the Department of Assessments and Taxation of the State of Maryland (SDAT), and the Companys Articles of Amendment and Restatement, as amended and supplemented; | |
3. | the Declaration of Trust of DC Hotel Trust, a Maryland real estate investment trust (DC Hotel Trust), filed on May 11, 2010 with SDAT, and DC Hotel Trusts Articles of Amendment and Restatement, as amended and supplemented; | |
4. | the Companys Bylaws; | |
5. | the Agreement of Limited Partnership and the First Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., a Delaware limited partnership, as amended and supplemented; | |
6. | the Companys taxable REIT subsidiary (TRS) election with respect to Pebblebrook Hotel Lessee, Inc.; | |
7. | DC Hotel Trusts TRS election with respect to Pebblebrook Hotel Lessee, Inc.; and | |
8. | such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
In connection with the opinions rendered below, we have assumed, with your consent, that:
1. each of the documents referred to above has been duly authorized, executed, and delivered; is
authentic, if an original, or is accurate, if a copy; and has not been amended;
2. during their taxable years ending December 31, 2011, and future taxable years, the Company and
DC Hotel Trust will operate in a manner that will make the factual representations contained in a
certificate, dated the date hereof and executed by a duly appointed officer of the Company and a
certificate, dated the date hereof and executed by a duly appointed officer of DC Hotel Trust
(together, the Officers Certificates), true for such years;
Pebblebrook Hotel Trust
September 20, 2011
Page 3
September 20, 2011
Page 3
3. neither the Company nor DC Hotel Trust will make any amendments to its organizational documents
after the date of this opinion that would affect its qualification as a real estate investment
trust (a REIT) for any taxable year; and
4. no action will be taken by the Company or DC Hotel Trust after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are based.
In connection with the opinions rendered below, we also have relied upon the correctness of
the factual representations contained in the Officers Certificates. No facts have come to our
attention that would cause us to question the accuracy and completeness of such factual
representations. Furthermore, where such factual representations involve terms defined in the
Internal Revenue Code of 1986, as amended (the Code), the Treasury regulations thereunder (the
Regulations), published rulings of the Internal Revenue Service (the Service), or other
relevant authority, we have reviewed with the individuals making such representations the relevant
provisions of the Code, the applicable Regulations and published administrative interpretations
thereof.
Based solely on the documents and assumptions set forth above, the representations set forth
in the Officers Certificates, and the discussions in the
Prospectus under the caption Material Federal Income Tax Considerations and in the Prospectus
Supplement under the caption Additional Federal Income Tax Considerations (which are incorporated
herein by reference), we are of the opinion that:
(a) the Company qualified to be taxed as a REIT pursuant to sections 856 through 860
of the Code, for its taxable years ended December 31, 2009 through December 31, 2010,
and the Companys organization and current and proposed method of operation will
enable it to continue to qualify for taxation as a REIT under the Code for its taxable
year ending December 31, 2011, and thereafter; and
(b) the descriptions of the law and the legal conclusions in the Prospectus under the
caption Material Federal Income Tax Considerations and in the Prospectus Supplement
under the caption Additional Federal Income Tax Considerations are correct in all
material respects.
We will not review on a continuing basis the Companys compliance with the documents or
assumptions set forth above, or the representations set forth in the Officers Certificates.
Accordingly, no assurance can be given that the actual results of the Companys operations for any
given taxable year will satisfy the requirements for qualification and taxation as a REIT.
Although we have made such inquiries and performed such investigations
Pebblebrook Hotel Trust
September 20, 2011
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September 20, 2011
Page 4
as we have deemed necessary
to fulfill our professional responsibilities as counsel, we have not undertaken an independent
investigation of all of the facts referred to in this letter or the Officers Certificates.
The foregoing opinions are based on current provisions of the Code, the Regulations, published
administrative interpretations thereof, and published court decisions. The Service has not issued
Regulations or administrative interpretations with respect to various provisions of the Code
relating to REIT qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein,
and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues
arising under the tax laws of any other country, or any state or locality. We undertake no
obligation to update the opinions expressed herein after the date of this letter. Except as
described in the next paragraph, this opinion letter is solely for the information and use of the
addressees, and it speaks only as of the date hereof. This opinion letter may not be distributed,
quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental
agency without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
We also consent to the references to Hunton & Williams LLP under the captions Material Federal
Income Tax Considerations and Legal Matters in the Prospectus and Legal Matters in the
Prospectus Supplement. In giving this consent, we do not admit that we are in the category of
persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations promulgated thereunder by the SEC.
Very truly yours, |
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/s/ Hunton & Williams LLP | ||||