Exhibit 8
---------
February 23, 1998
Xxxxxxxx Properties Trust
0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
X.X. Xxxxxxx & Sons, Inc.
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Xxxxxxxx Properties Trust
-------------------------
Qualification as
----------------
Real Estate Investment Trust
----------------------------
Ladies and Gentlemen:
We have acted as counsel to Xxxxxxxx Properties Trust, a Maryland real estate
investment trust (the "Trust"), in connection with (i) the preparation of a Form
S-3 registration statement filed with the Securities and Exchange Commission
("SEC") on October 16, 1997 (No. 333-38079), as amended through the date hereof
(the "Registration Statement"), (ii) the offering and sale (the "Offering") of
1,198,157 common shares of beneficial interest, par value $0.01 per share (the
"Common Shares"), of the Trust pursuant to a prospectus dated October 24, 1997
(the "Prospectus") and a related prospectus supplement dated February 18, 1998
(the "Prospectus Supplement") relating to the Registration Statement, and (iii)
the Trust's contribution of the net proceeds of the Offering to Xxxxxxxx
Properties Acquisition Partners, L.P., a Delaware limited partnership (the
"Operating Partnership"), in exchange for an additional limited partnership
interest in the Operating Partnership. You have requested our opinion regarding
certain U.S. federal income tax matters in connection with the Offering.
As of February 5, 1998, the Operating Partnership owns, directly or
indirectly, equity interests in 217 office and industrial properties (the
"Properties"). The Operating Partnership owns and will own interests in certain
Properties through subsidiary partnerships, joint ventures, and limited
liability companies (collectively, the "Noncorporate Subsidiaries").
The Company owns 100% of the stock of Xxxxxxxx Properties I, Inc., a Delaware
corporation and the general partner of the Operating Partnership ("PP I"). The
Operating Partnership owns all of the nonvoting stock of Xxxxxxxx Properties
Limited, Inc., a Delaware corporation ("PPL"), representing 95% of the economic
interests therein. All of the voting stock
of PPL, representing 5% of the economic interests therein, is owned by Xxxxxxx
X. Xxxxxxxx. PPL owns 100% of the outstanding stock of Xxxxxxxx Properties II,
Inc., a Delaware corporation ("PP II"). The Operating Partnership also owns all
of the nonvoting stock of Xxxxxxxx Properties Limited II, Inc., a Delaware
corporation ("PPL II"), representing 95% of the economic interests therein. All
of the voting stock of PPL II, representing 5% of the economic interests
therein, is owned by Xxxxxxx X. Xxxxxxxx.
In giving this opinion, we have examined the following:
1. the Trust's Amended and Restated Declaration of Trust, as duly filed with
the Department of Assessments and Taxation of the State of Maryland on October
16, 1996;
2. the Trust's Bylaws;
3. the Prospectus and the Prospectus Supplement;
4. the Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated October 22, 1996 (the "Operating Partnership
Agreement"), among PP I, as general partner, and several limited partners;
5. the partnership agreements, joint venture agreements, and operating
agreements of the Noncorporate Subsidiaries (together with the Operating
Partnership Agreement, the "Partnership Agreements");
6. the Articles of Incorporation and Bylaws of PPL;
7. the Articles of Incorporation and Bylaws of PPL II;
8. the Amended and Restated Certificate of Incorporation and the Bylaws of PP
II; and
9. 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, 1998 and future taxable years,
the Trust has operated and will continue to operate in a manner that makes and
will continue to make the
