EXHIBIT 8.1
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[Letterhead of Hunton & Xxxxxxxx]
February 3, 2000
T REIT, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxx, Xxxxxxxxxx 00000
T REIT, Inc.
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Qualification as a Real Estate Investment Trust
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Ladies and Gentlemen:
We have acted as counsel to T REIT, Inc., a Virginia corporation (the
"Company"), in connection with (i) the preparation of a Form S-11 registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission ("SEC") on April 28, 1999 (No. 333-77229), as amended through the
date hereof, with respect to the offering and sale (the "Offering") of up to
11,750,000 shares of common stock, par value $.01 per share, of the Company (the
"Common Stock") and (ii) the Company's contribution of the net proceeds of the
Offering to T REIT L.P., a Virginia limited partnership (the "Operating
Partnership"), in exchange for a general partnership interest in the Operating
Partnership. You have requested our opinion regarding certain U.S. federal
income tax matters in connection with the Offering.
The Company intends to acquire office, industrial, retail, and service
properties but has not identified any such properties for acquisition. The
Company will invest the net proceeds of the Offering in short-term, interest-
bearing securities until the Company identifies real estate assets for
acquisition.
In giving this opinion letter, we have examined the following:
1. the Company's Amended and Restated Articles of Incorporation, in the form
filed as an exhibit to the Registration Statement;
2. the Company's Bylaws, in the form filed as an exhibit to the Registration
Statement;
3. the Registration Statement, including the prospectus contained as a part
thereof (the "Prospectus");
4. the Agreement of Limited Partnership of the Operating Partnership between
the Company, as general partner, and Triple Net Properties LLC, as special
limited partner (the "Advisor"), in the form filed as an exhibit to the
Registration Statement (the "Operating Partnership Agreement");
5. the Advisory Agreement between the Company and the Advisor, in the form
filed as an exhibit to the Registration Statement; 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 short taxable year ending December 31, 2000 and future taxable
years, the Company will operate in a manner that will make the factual
representations contained in a certificate, dated January 28, 2000 and executed
by a duly appointed officer of the Company (the "Officer's Certificate"), true
for such years;
3. the Company will not make any amendments to its organizational documents
or the Operating Partnership Agreement after the date of this opinion that would
affect its qualification as a real estate investment trust (a "REIT") for any
taxable year;
4. each partner of the Operating Partnership (a "Partner") that is a
corporation or other entity has a valid legal existence;
5. each Partner has full power, authority, and legal right to enter into and
to peform the terms of the Operating Partnership Agreement and the transactions
contemplated thereby; and
6. no action will be taken by the Company, the Operating Partnership, or the
Partners 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 Officer's
Certificate.
Based on the documents and assumptions set forth above, the factual
representations set forth in the Officer's Certificate, and the discussion in
the Prospectus under the caption "Federal Income Tax Consequences of Our Status
as a REIT" (which is incorporated herein by reference), we are of the opinion
that:
(a) commencing with the Company's short taxable year beginning on the
day before the closing of the Offering and ending on December 31, 2000, the
Company will qualify to be taxed as a REIT pursuant to sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the "Code"), and the
Company's organization and proposed method of operation will enable it to
continue to meet the requirements for qualification and taxation as a REIT
under the Code; and
(b) the descriptions of the law and the legal conclusions contained
in the Prospectus under the caption "Federal Income Tax Consequences of Our
Status as a REIT" are correct in all material respects, and the discussion
thereunder fairly summarizes the federal income tax considerations that are
likely to be material to a holder of the Common Stock.
We will not review on a continuing basis the Company's compliance with
the documents or assumptions set forth above, or the factual representations set
forth in the Officer's Certificate.
Accordingly, no assurance can be given that the actual results of the Company's
operations for any given taxable year will satisfy the requirements for
qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the Code and
the Treasury regulations thereunder (the "Regulations"), published
administrative interpretations thereof, and published court decisions. The
Internal Revenue 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Xxxxxxxx
under the caption "Federal Income Tax Consequences of Our Status as a REIT" in
the Prospectus. 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.
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 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
is for the information and use of the addressee and it speaks only as of the
date hereof. This opinion letter may not be distributed, relied upon for any
purpose by any other person, quoted in whole or in part or otherwise reproduced
in any document, or filed with any governmental agency without our express
written consent.
Very truly yours,
Hunton & Xxxxxxxx
