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EXHIBIT 8.1
[LETTERHEAD OF LATHAM & WATKINS]
November 14, 2000
KILROY REALTY CORPORATION
2250 East Imperial Highway, Suite 1200
El Segundo, California 90245
Re: Registration Statement
Ladies and Gentlemen:
We have acted as tax counsel to Kilroy Realty Corporation, a Maryland
corporation (the "Company"), in connection with its registration of 424,719
shares of 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 14, 2000, as amended (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, Kilroy Realty, L.P., (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"). With respect to matters of Maryland law, we have relied upon the
opinion of Ballard Spahr Andrews & Ingersoll, LLP, counsel for the Company,
dated November 14, 2000.
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:
1. The statements in the Registration Statement set forth under the caption
"Material Federal Income Tax Considerations" are, subject to the limitations
set forth therein, the material federal income tax considerations relevant to
purchasers of the Company's common stock pursuant to the Registration
Statement; and
2. Commencing with the Company's taxable year ending December 31, 1997, the
Company has been organized and has operated in conformity with the requirements
for qualification as a "real estate investment trust" under the Internal
Revenue Code of 1986, as amended (the "Code"), and its proposed method of
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November 14, 2000
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operation will enable the Company to continue to meet the requirements for
qualification and taxation as a real estate investment trust under the Code.
No opinion is expressed as to any matter not discussed herein.
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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "Material
Federal Income Tax Consequences" and "Legal Matters" in 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
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