EXHIBIT 8.1
[LETTERHEAD OF LATHAM & WATKINS]
November 30, 2000
Arden Realty, Inc.
11601 Wilshire Boulevard
4th Floor
Los Angeles, California 90025-1740
Re: Arden Realty, Inc.
Ladies and Gentlemen:
We have acted as tax counsel to Arden Realty, Inc., a Maryland
corporation (the "Company"), in connection with the issuance of up to 290,000
shares of $.01 par value common stock of the Company pursuant to the
registration statement filed with the Securities and Exchange Commission (the
"Commission") on Form S-3 on November 6, 2000, (file No. 333-49418), as amended
as of the date such statement became final (together with all exhibits thereto
and documents incorporated by reference therein, the "Registration Statement").
You have requested our opinion concerning certain of the federal income
tax consequences to the Company and the purchasers of the securities described
above in connection with the Registration Statement. This opinion is based on
various factual assumptions, including the facts set forth in the Registration
Statement concerning the business, properties and governing documents of the
Company, Arden Realty Limited Partnership, (the "Operating Partnership") and
their subsidiaries. We have also been furnished with, and with your consent have
relied upon, certain representations made by the Company, the Operating
Partnership and their subsidiaries with respect to certain factual matters
through a certificate of an officer of the Company (the "Officer's
Certificate").
In our capacity as tax counsel to the Company, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion. For the purposes of our opinion, we
have not made an independent investigation or audit of the facts set forth in
the above referenced documents or in the Officer's Certificate. In our
examination, we have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our opinion
that the statements in the Registration Statement set forth under the caption
"Federal Income Tax Consequences" are, subject to the limitations set forth
therein, the material federal income tax consequences relevant to purchasers of
the Company's common stock pursuant to the Registration Statement.
No opinion is expressed as to any matter not discussed herein.
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Arden Realty, Inc.
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This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement or the Officer's
Certificate may affect the conclusions stated herein. Moreover, the Company's
qualification and taxation as a real estate investment trust depends upon the
Company's ability to meet, through actual annual operating results, asset
diversification, distribution levels and diversity of stock ownership, the
various qualification tests imposed under the Code, the results of which have
not been and will not be reviewed by Latham & Watkins. Accordingly, no assurance
can be given that the actual results of the Company's operation for any one
taxable year will satisfy such requirements.
Except as provided below, this opinion is rendered only to you, and is
for your use in connection with the issuance of common stock by the Company
pursuant to the Registration Statement. This opinion may not be relied upon by
you for any other purpose, or furnished to, quoted to, or relied upon by any
other person, firm or corporation, for any purpose, without our prior written
consent, except that this opinion may be relied upon by the investors who
acquire common stock of the Company pursuant to the Registration Statement. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules or regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ LATHAM & WATKINS
