Common use of Xxxxxxx Opinion Clause in Contracts

Xxxxxxx Opinion. The Representatives shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. All of the issued and outstanding shares of capital stock of BioMed Holdings have been duly authorized and validly issued and are fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the charter and bylaws, all of the outstanding capital stock of BioMed Holdings is owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and the issued and outstanding shares of the Company (other than the Offered Securities) (the “Company Outstanding Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. The terms of the Company Outstanding Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based solely on a certificate of an officers of the Transaction Entities and upon any facts otherwise known to such counsel except for the following, all of which is described in the Registration Statement: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or in connection with the Equity Incentive Plan or pursuant to the exchange of the Exchangeable Notes, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable Notes, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable Notes, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding OP Units and series A preferred units of limited partnership interest in the Operating Partnership have been duly authorized and validly issued and are fully paid. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.” (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the Prospectus, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

Xxxxxxx Opinion. The Representatives Representative shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. All of the issued and outstanding shares of capital stock of BioMed Holdings have been duly authorized and validly issued and are fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the charter and bylaws, all of the outstanding capital stock of BioMed Holdings is owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and the issued and outstanding shares of the Company (other than the Offered Securities) (the “Company Outstanding Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. The terms of the Company Outstanding Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based solely on a certificate of an officers of the Transaction Entities and upon any facts otherwise known to such counsel except for the following, all of which is described in the Registration Statementfor: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or in connection with the Equity Incentive Plan or pursuant to the exchange of the Exchangeable Notes, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable Notes, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable Notes, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding OP Units and series A preferred units of limited partnership interest in the Operating Partnership have been duly authorized and validly issued and are fully paidpaid and non-assessable. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.” (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the Prospectus, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

Xxxxxxx Opinion. The Representatives shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation of Maryland (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the SDAT. All The issuance of all of the currently issued and outstanding shares of capital common stock of BioMed Holdings (the “Holdings Outstanding Shares”) have been duly authorized and the Holdings Outstanding Shares are validly issued and are issued, fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the BioMed Holdings’ charter and BioMed Holdings’ bylaws, all of the outstanding capital stock of BioMed Holdings is Outstanding Shares are owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and, as of April 14, 2010, the Company had ____________shares of Common Stock and the ____________shares of Series A Preferred Stock issued and outstanding shares of the Company (other than the Offered Securities) (the “Company Outstanding Shares”) have ). The issuance of the Company Outstanding Shares has been duly authorized and the Company Outstanding Shares are validly issued and are issued, fully paid and non-assessable. The terms of the Company Outstanding Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary charter (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based Based solely on a certificate of an officers officer of the Transaction Entities and upon any facts otherwise known to such counsel counsel, except for the following, all of which is described in the Registration Statement: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or (which term when used in this opinion shall include the Series A Units), in connection with the Equity Incentive Plan or pursuant to the exchange of the Exchangeable Notes, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable Notes, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable Notes, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding As of April 14, 2010, there were OP Units issued and series A preferred units outstanding (the “Outstanding OP Units”). The issuance of limited partnership interest in the Operating Partnership have Outstanding OP Units has been duly authorized and the Outstanding OP Units are validly issued and are fully paid. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.” (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus Company’s most recent Annual Report on Form 10-K under the captions caption “Risk Factors—Risks Related to Our Organizational Structure,” and the information in the Prospectus under the captions “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the ProspectusProspectus Supplement filed in connection with the sale of the Offered Securities, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

Xxxxxxx Opinion. The Representatives Representative shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. All of the issued and outstanding shares of capital stock of BioMed Holdings have been duly authorized and validly issued and are fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the charter and bylaws, all of the outstanding capital stock of BioMed Holdings is owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and the issued and outstanding shares of the Company Common Stock (other than the Offered Securities) (the “Company Outstanding Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. The terms of the Company Outstanding Shares Common Stock conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” Prospectus. The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary incorporation (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based solely on a certificate of an officers of the Transaction Entities and upon any facts otherwise known to such counsel except for the following, all of which is described in the Registration Statementfor: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or Units, in connection with the Equity Incentive Plan or pursuant to the exchange exercise of the Exchangeable NotesRxxxxxx Jxxxx Warrant, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable NotesRxxxxxx Jxxxx Warrant, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable NotesRxxxxxx Jxxxx Warrant, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power and authority to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” Prospectus. The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding OP Units and series A preferred units of limited partnership interest in the Operating Partnership have been duly authorized and validly issued and are fully paidpaid and non-assessable. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.”Prospectus. (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the Prospectus, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate documents, fairly summarizes such provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents, in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

Xxxxxxx Opinion. The Representatives Representative shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.Business and Properties,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.Business and Properties,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. All of the issued and outstanding shares of capital stock of BioMed Holdings have been duly authorized and validly issued and are fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the charter and bylaws, all of the outstanding capital stock of BioMed Holdings is owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and the issued and outstanding shares of the Company Common Stock (other than the Offered Securities) (the “Company Outstanding Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. The terms of the Company Outstanding Shares Common Stock conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” Prospectus. The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary incorporation (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based solely on a certificate of an officers of the Transaction Entities and upon any facts otherwise known to such counsel except for the following, all of which is described in the Registration Statementfor: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or Units, in connection with the Equity Incentive Plan or pursuant to the exchange exercise of the Exchangeable NotesRxxxxxx Jxxxx Warrant, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable NotesRxxxxxx Jxxxx Warrant, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable NotesRxxxxxx Jxxxx Warrant, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power and authority to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” Prospectus. The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding OP Units and series A preferred units of limited partnership interest in the Operating Partnership have been duly authorized and validly issued and are fully paidpaid and non-assessable. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.”Prospectus. (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the Prospectus, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate documents, fairly summarizes such provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents, in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

Xxxxxxx Opinion. The Representatives shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation of Maryland (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state State of Maryland and is in good standing with the SDAT. All The issuance of all of the currently issued and outstanding shares of capital common stock of BioMed Holdings (the “Holdings Outstanding Shares”) have been duly authorized and the Holdings Outstanding Shares are validly issued and are issued, fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the BioMed Holdings’ charter and BioMed Holdings’ bylaws, all of the outstanding capital stock of BioMed Holdings is Outstanding Shares are owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and, as of September 23, 2010, the Company had shares of Common Stock and the shares of Series A Preferred Stock issued and outstanding shares of the Company (other than the Offered Securities) (the “Company Outstanding Shares”) have ). The issuance of the Company Outstanding Shares has been duly authorized and the Company Outstanding Shares are validly issued and are issued, fully paid and non-assessable. The terms of the Company Outstanding Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including the Articles Supplementary charter (the “Charter”) or bylaws (the “Bylaws”). The certificate for the Common Stock complies in all material respects with the applicable requirements of the MGCL, the Charter, and the Bylaws. Except as disclosed in the Prospectus and based Based solely on a certificate of an officers officer of the Transaction Entities and upon any facts otherwise known to such counsel counsel, except for the following, all of which is described in the Registration Statement: (a) shares of Common Stock reserved for issuance upon exchange or redemption of the OP Units or (which term when used in this opinion shall include the Series A Units), in connection with the Equity Incentive Plan or pursuant to the exchange of the Exchangeable Notes, no shares of Common Stock or the Series A Preferred Stock are reserved for any purpose; (b) the OP Units and the Exchangeable Notes, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock or Series A Preferred Stock; and (c) the Exchangeable Notes, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock, Series A Preferred Stock or any other securities of the Company. (5) The Company has the full corporate power to authorize, issue, and sell the Offered Securities as contemplated by this Agreement. The issuance of the Offered Securities has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and this Agreement against payment of the consideration set forth herein, the Offered Securities will be validly issued, fully paid and non-assessable and will conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” The issuance of the Offered Securities by the Company is not subject to preemptive or other similar rights arising under the MGCL, the Charter or the Bylaws. (6) The outstanding As of September 23, 2010, there were ________ OP Units issued and series A preferred units outstanding (the “Outstanding OP Units”). The issuance of limited partnership interest in the Operating Partnership have Outstanding OP Units has been duly authorized and the Outstanding OP Units are validly issued and are fully paid. The issuance of the OP Units by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement. Except as disclosed in the Prospectus and based solely on the Officer’s Certificate and upon any facts otherwise known to us, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, OP Units or any other ownership interests of the Operating Partnership. The terms of the OP Units conform, in all material respects, to the description thereof contained in the Prospectus under the caption “Description of the Partnership Agreement of BioMed Realty, L.P.” (7) The execution, delivery and performance of this Agreement, and the transactions contemplated thereby and the sale and issuance of the Offered Securities do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Maryland law, or any decree, rule or regulation of any Maryland governmental authority applicable to the Transaction Entities or (b) the Charter, the Bylaws or the Operating Partnership Agreement. (8) The execution and delivery of this Agreement have been duly authorized by all necessary corporate or limited partnership action, as applicable, of each Transaction Entity that is a party hereto. This Agreement has been executed and, so far as is known to such counsel, delivered by each Transaction Entity that is a party hereto. The Operating Partnership Agreement constitutes the legal, valid, and binding obligation of each Transaction Entity that is a party thereto, enforceable against each Transaction Entity that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). (9) The information included in or incorporated by reference to the Prospectus Company’s most recent Annual Report on Form 10-K under the captions caption “Risk Factors—Risks Related to Our Organizational Structure,” and the information in the Prospectus under the captions “Description of Preferred Stock,” “Description of Common Stock,” “Description of Units,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws” and “Description of the Partnership Agreement of BioMed Realty, L.P.,” as of the date of the ProspectusProspectus Supplement filed in connection with the sale of the Offered Securities, insofar as such information relates to provisions of Maryland law or the Company’s or the Operating Partnership’s organizational documents is accurate in all material respects. (10) The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the sale and issuance of the Offered Securities do not require any consents, approvals, authorizations, or orders to be obtained by any such Transaction Entities, or any registrations, declarations, or filings to be made by such Transaction Entities, in each case, under any Maryland statute, rule, or regulation applicable to the Transaction Entities that have not been obtained or made. In rendering such opinions, such counsel may limit its opinions to the laws of the state of Maryland, and matters specifically governed thereby. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials.