Attached files
file | filename |
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8-K - FORM 8-K - Chatham Lodging Trust | d466888d8k.htm |
EX-5.1 - OPINION OF VENABLE LLP - Chatham Lodging Trust | d466888dex51.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Chatham Lodging Trust | d466888dex11.htm |
Exhibit 8.1
HUNTON & WILLIAMS LLP | ||||
RIVERFRONT PLAZA, EAST TOWER | ||||
951 EAST BYRD STREET | ||||
RICHMOND, VIRGINIA 23219-4074 | ||||
TEL | 804 788 8200 | |||
FAX | 804 788 8218 |
January 14, 2013
Chatham Lodging Trust
50 Cocoanut Row, Suite 216
Palm Beach, Florida 33480
Chatham Lodging Trust
Qualification as
Real Estate Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Chatham Lodging Trust, a Maryland real estate investment trust (the Company), in connection with the preparation of a Form S-3 registration statement (File No. 333-179224) declared effective by the Securities and Exchange Commission on February 10, 2012 (the Registration Statement), 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), 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, have an aggregate public offering price not to exceed $250,000,000, and the offer and sale of up to 4,025,000 Common Shares pursuant to a preliminary prospectus supplement filed on January 8, 2013 and a final prospectus supplement filed on January 10, 2013 (together, the Prospectus Supplement), as part of the Registration Statement. You have requested our opinion regarding certain U.S. federal income tax matters.
In giving this opinion letter, we have examined the following:
1. | the Registration Statement and the prospectus (the Prospectus) filed as part of the Registration Statement, and the Prospectus Supplement; |
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
Chatham Lodging Trust
January 14, 2013
Page 2
2. | the Companys Declaration of Trust filed on October 26, 2009 with the Department of Assessments and Taxation of the State of Maryland, and the Articles of Amendment and Restatement; |
3. | the Companys Bylaws; |
4. | the Agreement of Limited Partnership of Chatham Lodging, L.P., a Delaware limited partnership; |
5. | the taxable REIT subsidiary elections for Chatham TRS Holding, Inc. and Chatham TRS Holding II, Inc.; and |
6. | 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 its taxable year ending December 31, 2013, and future taxable years, the Company 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 (the Officers Certificate), true for such years;
3. the Company will not 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 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 Certificate. 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 Certificate, and the discussion in the Prospectus under
Chatham Lodging Trust
January 14, 2013
Page 3
the caption Material U.S. Federal Income Tax Considerations and in the Prospectus Supplement under the caption Additional U.S. 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, 2010 through December 31, 2012, 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, 2013 and thereafter; and
(b) the descriptions of the law and the legal conclusions in the Prospectus under the caption Material U.S. Federal Income Tax Considerations and in the Prospectus Supplement under the caption Additional U.S. 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 Certificate. 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 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 Certificate.
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. This opinion letter speaks only as of the date hereof. Except as provided in the next paragraph, 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 U.S. Federal Income Tax Considerations and Legal Matters in the Prospectus and under the caption 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 Securities and Exchange Commission.
Very truly yours, |
/s/ Hunton & Williams LLP |