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EXHIBIT 8.1
[LATHAM & WATKINS LETTERHEAD]
December 11, 2000
Pan Pacific Retail Properties, Inc.
1631-B South Melrose Drive
Vista, California 92083
Re: Federal Income Tax Status of Pan Pacific Retail Properties,
Inc.
Ladies and Gentlemen:
We have acted as tax counsel to Pan Pacific Retail Properties, Inc., a
Maryland corporation (the "Company"), in connection with the filing of a
registration statement on Form S-3, File No. 333-51230, under the Securities Act
of 1933, as amended (the "1933 Act"), filed with the Securities and Exchange
Commission (the "Commission") on December 5, 2000, as amended and supplemented
as of the date hereof (the "Registration Statement").
You have requested our opinion concerning certain of the federal income
tax consequences to the Company in connection with the Company's election to be
taxed as a real estate investment trust. This opinion is based on various
factual assumptions concerning the business, assets, governing documents, and
operations of the Company and its subsidiaries, and is conditioned upon certain
representations made by the Company as to these and other factual matters
through a certificate of the Company (the "Officer's Certificate"). With respect
to matters of Maryland law, we have, with your consent, relied upon the opinion
of Ballard Spahr Andrews & Ingersoll, LLP, counsel for the Company, dated
December 11, 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
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LATHAM & WATKINS
Pan Pacific Retail Properties, Inc.
December 11, 2000
Page 2
purposes of our opinion, we have not conducted an independent investigation or
audit of the facts set forth in the foregoing documents or contained 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 only as to the effect of the federal income tax
laws of the United States and we express no opinion with respect to the
applicability or effect 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 set forth in the Registration Statement
under the caption "Material Federal Income Tax Consequences," to the
extent such statements constitute matters of law, summaries of legal
matters, documents or proceedings, or legal conclusions, have been
reviewed by us and are correct in all material respects; and
2. Commencing with its taxable year ended December 31, 1997,
the Company was organized in conformity with the requirements for
qualification and taxation as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"), and
its method of operation has enabled it to meet, and its proposed method
of operation will enable it to continue to meet, the requirements for
qualification and taxation as a REIT 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
particular taxable year will satisfy such requirements.
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LATHAM & WATKINS
Pan Pacific Retail Properties, Inc.
December 11, 2000
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This opinion is rendered only to you, and is solely for your use in
connection with the Registration Statement. We hereby consent to the filing of
the opinion as an exhibit to the Registration Statement. This opinion may not be
relied upon by you or your shareholders 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.
Very truly yours,
/s/ LATHAM & WATKINS
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LATHAM & WATKINS
