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EXHIBIT 5.1
[Hogan & Hartson L.L.P. Letterhead]
June 22, 2000
Board of Trustees
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as counsel to Equity Office Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with its
registration statement on Form S-8, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission relating to the proposed
public offering of up to 3,681,212 shares (the "Shares") of the Company's common
shares of beneficial interest, $.01 par value per share, in connection with the
assumption by the Company of the obligations of Cornerstone Properties Inc., a
Nevada corporation ("Cornerstone"), under (i) the Cornerstone 1995 and 1997
Stock Option Agreements, (ii) the Cornerstone Stock Option Agreements under the
Cornerstone 1998 Long-Term Incentive Plan and (iii) the Cornerstone Director
Stock Option Agreements (collectively, the "Cornerstone Plans"), upon the merger
of Cornerstone with and into the Company pursuant to the terms of the Agreement
and Plan of Merger dated as of February 11, 2000, as amended, among the Company,
EOP Operating Limited Partnership, Cornerstone and Cornerstone Properties
Limited Partnership (the "Merger Agreement"). This opinion letter is furnished
to you at your request to enable you to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Merger Agreement.
3. The Declaration of Trust of the Company, as amended, as certified
by the Secretary of the Company on the date hereof as
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Board of Trustees
Equity Office Properties Trust
June 22, 2000
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being complete, accurate, and in effect (the "Declaration of
Trust").
4. The Bylaws of the Company, as amended, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate, and in effect.
5. Resolutions of the Board of Trustees and the Executive Committee
of the Board of Trustees of the Company, adopted on February 10,
2000 and May 4, 2000, and February 11, 2000 and May 11, 2000,
respectively, relating to the issuance of the Shares and the
various transactions contemplated by the Merger Agreement and
related matters, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect.
For purposes of this opinion letter, we have not, except as specifically
identified above, made any independent review or investigation of factual or
other matters, including the organization, existence, good standing, assets,
business or affairs of the Company. In our examination of the aforesaid
documents, we have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the accuracy and completeness of all documents submitted
to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies
(including telecopies). We also have assumed that the Shares will not be issued
in violation of the ownership limit contained in the Company's Declaration of
Trust. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
This opinion letter is based as to matters of law solely on Title 8 of
the Corporations and Associations Article of the Annotated Code of Maryland, as
amended. We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations. As used herein, the term "Title 8 of the
Corporations and Associations Article of the Annotated Code of Maryland, as
amended" includes the statutory provisions contained therein, all applicable
provisions of the Maryland Constitution and reported judicial decisions
interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, when issued in accordance with the terms of the Cornerstone Plans
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Board of Trustees
Equity Office Properties Trust
June 22, 2000
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pursuant to the terms of the Merger Agreement, the Shares will be validly
issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
