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Exhibit 5.2
[Letterhead - Arden Realty Limited Partnership]
January 8, 2001
Arden Realty Limited Partnership
11601 Wilshire Boulevard, 4th Floor
Los Angeles, California 90025
Re: Registration Statement on Form S-4;
$100,000,000 8.50% Senior Notes due 2010
Ladies and Gentlemen:
In connection with the registration of $100,000,000 8.50% Senior Notes
due 2010 (the "Securities") by Arden Realty Limited Partnership (the
"Partnership") under the Securities Act of 1933, as amended, on Form S-4 filed
with the Securities and Exchange Commission on January 8, 2001 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Partnership in connection with the authorization and issuance of
the Securities, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, 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
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. As to facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or written
statements and representations of officers and other representatives of the
Partnership and others.
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In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, 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 internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof, when the Securities have been duly
authorized, executed, issued, authenticated and delivered by or on behalf of the
Partnership, the Securities will constitute legally valid and binding
obligations of the Partnership, enforceable against the Partnership in
accordance with their terms.
The opinions rendered in the preceding paragraph are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or law, and the discretion of the court
before which any proceeding therefor may be brought, (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; and (iv) we express no opinion concerning the enforceability of the
waiver of rights or defenses contained in Section 514 of the Indenture.
We have not been requested to express and, with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Partnership under the Indenture and the Securities of Section 548 of the
United State Bankruptcy Code or applicable state law (including, without
limitation, Article 10 of the New York Debtor and Creditor Law) relating to
fraudulent transfers and obligations.
To the extent that the obligations of the Partnership under the
Securities or the Indenture may be dependent upon such matters, we have assumed
for purposes of this opinion that (i) the Trustee (a) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (b) has the requisite organizational and legal power and authority
to perform its obligations under each of the Securities and Indenture,
respectively; (c) is duly qualified to engage in the activities contemplated by
the Securities and Indenture, respectively; and (d) has duly authorized,
executed and delivered each of the Securities and Indenture, respectively; (ii)
each of the Securities and Indenture, respectively, constitutes a legally valid
and
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binding agreement, of the Trustee enforceable against the Trustee in
accordance with its terms; and (iii) that the Trustee is in compliance,
generally and with respect to acting as trustee under the Indenture, with all
applicable laws and regulations. We have also assumed that the choice of law
provisions in each of the Securities and Indenture would be enforced by any
court in which enforcement thereof might be sought.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
