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Exhibit 5.1
[Letterhead of Hogan & Hartson L.L.P.]
August 7, 2000
EOP Operating Limited Partnership
2 North Riverside Plaza
Suite 2100
Chicago, IL 60606
Ladies and Gentlemen:
We are acting as counsel to EOP Operating Limited Partnership,
a Delaware limited partnership (the "Partnership"), in connection with its
registration statements on Form S-3 (SEC File Nos. 333-58689 and 333-42928)
(collectively, the "Registration Statement"), relating to the public offering
of $360,000,000 of the Partnership's 8.10% Notes due August 1, 2010 (the
"Notes"), as described in a Prospectus dated July 22, 1998 (the "Prospectus"),
and a Prospectus Supplement dated August 3, 2000 (the "Prospectus Supplement").
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. Executed copy of the Registration Statement.
2. The Prospectus and the Prospectus Supplement.
3. The Certificate of Limited Partnership of the
Partnership, as amended, as filed with the Office of
the Secretary of State of the State of Delaware on
June 14, 2000, and as certified by the Secretary of
Equity Office Properties Trust, a Maryland real
estate investment trust and general partner of the
Partnership (the "Trust"), on the date hereof as
being complete, accurate and in effect.
4. The Second Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of June 19,
2000, as
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EOP Operating Limited Partnership
August 7, 2000
Page 2
certified by the Secretary of the Trust on the date
hereof as being complete, accurate and in effect.
5. Certain resolutions of the Board of Trustees of the
Trust (the "Board") and the Executive Committee of
the Board, adopted at a meeting held on July 19, 2000
and by unanimous written consent dated July 2, 1998,
respectively, authorizing, among other things, the
offer, issuance and sale of the Notes and
arrangements in connection therewith, as certified by
the Secretary of the Trust on the date hereof as
being complete, accurate and in effect.
6. Certain resolutions of the Pricing Committee of the
Board adopted on August 2, 2000, as certified by the
Secretary of the Trust on the date hereof as being
complete, accurate and in effect, relating to, among
other things, establishment of the Notes as a new
series of the Partnership's unsecured debt securities
under the Indenture dated as of September 2, 1997,
between the Partnership and State Street Bank and
Trust Company, as Trustee, as supplemented by the
First Supplemental Indenture dated as of February 9,
1998, between the Partnership and the Trustee (the
"Indenture"), authorization of the Underwriting
Agreement (as defined below), and arrangements in
connection therewith, and the issuance of the Notes
on the terms set forth therein and in accordance with
the terms of the Indenture.
7. Executed copy of the Underwriting Agreement dated
August 2, 2000, by and between the Partnership and
Banc of America Securities LLC, as representative of
the several underwriters listed on Schedule A thereto
(the "Underwriting Agreement").
8. Executed copy of the Indenture.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of 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). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
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EOP Operating Limited Partnership
August 7, 2000
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This opinion letter is based as to matters of law solely on
applicable provisions of (i) the Delaware Revised Uniform Limited Partnership
Act, as amended, and (ii) New York contract law (but not including any laws,
statutes, ordinances, administrative decisions, rules, or regulations of any
political subdivision of the State of New York), and we express no opinion as to
any other laws, statutes, ordinances, rules or regulations (such as federal or
state securities or "blue sky" laws). As used herein, the term "Delaware Revised
Uniform Limited Partnership Act, as amended" meaning the statutory provisions
contained therein, all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that, assuming due authentication of the Notes by the Trustee and
the due execution and delivery of the Notes on behalf of the Partnership against
payment of the consideration for the Notes specified in the Underwriting
Agreement, the Notes constitute valid and binding obligations of the
Partnership, enforceable against the Partnership in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and as may be
limited by the exercise of judicial discretion and the application of principles
of equity, including, without limitation, requirements of good faith, fair
dealing, conscionability and materiality (regardless of whether the Notes are
considered in a proceeding at law or in equity).
The opinion as to enforceability expressed above shall be
understood to mean only that if there is a default in performance of an
obligation, (i) if a failure to pay or other damage can be shown and (ii) if the
defaulting party can be brought into a court which will hear the case and apply
the governing law, then, subject to the availability of defenses, and to the
exceptions set forth above, the court will provide a money damage (or perhaps
injunctive or specific performance) remedy.
To the extent that the obligations of the Partnership under
the Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the valid and binding obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee is in
compliance, with respect to acting
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EOP Operating Limited Partnership
August 7, 2000
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as a trustee under the Indenture, with all applicable laws and regulations; and
that the Trustee has the requisite organizational and legal power and authority
to perform its obligations under the Indenture.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared for your use in connection with the filing by the Partnership
of a Current Report on Form 8-K on the date hereof, which Form 8-K will be
incorporated by reference into the Registration Statement.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm
under the caption "Legal Matters" in the Prospectus and the Prospectus
Supplement. 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.
