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EXHIBIT 8.1
[LATHAM & WATKINS LETTERHEAD]
October 2, 2000
Pan Pacific Retail Properties, Inc.
1631-B S. Melrose Drive
Vista, California 92083
Re: 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-4, Registration Number 333-45944, under the
Securities Act of 1933, as amended (the "1933 Act"), registering up to
12,195,221 shares of the Company's common stock, par value $.01 per share, filed
with the Securities and Exchange Commission (the "Commission") on September 15,
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 proposed merger
with WPT, Inc., a California corporation (which will be the successor entity to
Western Properties Trust, a California real estate investment trust, immediately
before the merger). This opinion is based on various facts and assumptions,
including the facts set forth in the Registration Statement concerning the
business, assets and governing documents of the Company.
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. 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.
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LATHAM & WATKINS
Pan Pacific Retail Properties, Inc.
October 2, 2000
Page 2
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 upon the facts set forth in the Registration Statement, it is our
opinion that the statements set forth in the Registration Statement under the
caption "Material United States Federal Income Tax Considerations," to the
extent such statements constitute matters of law, summaries of legal matters,
documents or proceedings, or legal conclusions, are correct in all material
respects.
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. Any such change may affect the
conclusions stated herein. Also, any variation or difference in the facts from
those set forth in the Registration Statement 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 composition, distribution levels and diversity
of stock ownership, the various qualification tests imposed under the Internal
Revenue Code of 1986, as amended, 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.
This opinion is rendered only to you and is solely for your benefit in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit 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.
Very truly yours,
/s/ LATHAM & WATKINS
