<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 20, 1994
1,360,000 SHARES
COMMON STOCK
This Prospectus relates to 1,360,000 shares (the "Shares") of Common Stock,
$1.00 par value (the "Common Stock"), of United Dominion Realty Trust, Inc. (the
"Trust "), which are being offered directly by the Trust to institutional
investors who are brokers or dealers registered under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), investment companies registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act")
(or separate accounts so registered), insurance companies, banks, savings and
loan associations, trust companies or similar institutions supervised by state
or federal banking authorities or trusts for which banks, savings and loan
associations, trust companies or investment advisers registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), either are the
trustees or are authorized in writing to make investment decisions, all within
the meaning of paragraph (a)(4)(i)(A) of Rule 3a4-1 of the Securities and
Exchange Commission (the "Commission") under the 1934 Act. The Trust reserves
the right to withdraw, cancel or modify the offering and to reject any purchase
orders in whole or in part. See "Plan of Distribution of Shares" and "Plan of
Distribution" in the Prospectus dated September 20, 1994 (the "Prospectus "),
accompanying this Prospectus Supplement.
The Shares are offered at a price of $13.125 per Share. The net proceeds of
sale, all, of which will be received by the Trust, are estimated at $17,830,000
after deducting estimated expenses of $20,000 payable by the Trust. See "Use of
Proceeds of Shares" and "Use of Proceeds" in the Prospectus.
The Common Stock is listed on the New York Stock Exchange under the symbol
"UDR." On February 1, 1995, the last reported sale price of the Common Stock was
$13 3/8 per share. See "Price Range of Common Stock."
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares are expected to be delivered at the offices of the Trust in
Richmond, Virginia, on February 9, 1995.
The date of this Prospectus Supplement is February 2, 1995.
<PAGE>
USE OF PROCEEDS OF SHARES
The net proceeds to the Trust from the sale of the Shares are estimated at
$17,830,000. The Trust presently intends to use all of the net proceeds to repay
notes payable having a current weighted average interest rate of 6.87%, most of
which are payable on demand. This debt was incurred during 1994 primarily for
the acquisition of apartment properties.
CAPITALIZATION
The following table sets forth the capitalization of the Trust at September
30, 1994, and as adjusted to give effect to (a) an increase in notes payable of
approximately $25.7 million since September 30, 1994, (b) an increase of
approximately $27.9 million in mortgage notes payable since September 30, 1994,
resulting from (i) payment at maturity of approximately $2.1 million of such
notes, and (ii) the assumption of approximately $12.4 million of outstanding
tax-exempt housing bonds (net of $4.8 million of such bonds purchased by the
Trust which are not accounted for as outstanding while held by it), and (iii)
the issuance and sale of approximately $17.6 million of new tax-exempt housing
bonds in connection with property acquisitions, (c) the issuance and sale of
14,644 shares of Common Stock upon exercise of employee stock options and the
issuance and sale of 145,000 shares of Common Stock in December, 1994 pursuant
to the Trust's Stock Purchase and Loan Plan, and (d) the issuance and sale of
the Shares and application of the net proceeds thereof. The table should be read
in conjunction with the financial statements of the Trust and related notes
incorporated herein by reference.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994 AS ADJUSTED
<S> <C> <C>
(IN THOUSANDS)
Debt:
Mortgage notes payable............................................................ $126,219 $ 154,144
8 1/2% Debentures due September 15, 2024.......................................... 150,000 150,000
7 1/4% Notes due April 1, 1999.................................................... 75,000 75,000
Other notes payable............................................................... 131,195 139,065
Total debt..................................................................... 482,414 518,209
Shareholders' Equity:
Preferred Stock, no par value; 25,000,000 shares authorized,
no shares outstanding.......................................................... -- --
Common Stock, $1 par value; 100,000,000 shares authorized,
50,210,440 shares issued and outstanding (51,730,084, as adjusted)............. 50,210 51,730
Additional paid-in capital........................................................ 408,976 427,269
Notes receivable from officer shareholders........................................ (4,089) (5,992)
Distributions in excess of net income............................................. (94,093) (94,093)
Total shareholders' equity..................................................... 361,004 378,914
Total capitalization........................................................... $843,418 $ 897,123
</TABLE>
S-2
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "UDR." The following table sets forth the reported high and low
sale prices of the Common Stock on the NYSE for the periods indicated. Such
prices have been adjusted for a 2 for 1 stock split effective May 5, 1993 on
shares outstanding on April 19, 1993.
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
1992
1st Quarter 11 1/2 10
2nd Quarter 10 13/16 9 3/4
3rd Quarter 12 3/16 10 9/16
4th Quarter 12 11/16 10 7/8
1993
1st Quarter 14 13/16 11 7/8
2nd Quarter 14 5/8 12 1/2
3rd Quarter 16 5/8 13 1/2
4th Quarter 16 7/8 12 5/8
1994
1st Quarter 15 7/8 12 3/4
2nd Quarter 15 1/8 13 3/8
3rd Quarter 14 1/4 13
4th Quarter 14 1/2 12 1/4
1995
1st Quarter (through February 1) 14 5/8 13
</TABLE>
On January 1, 1995, the Trust had 5,081 shareholders of record.
PLAN OF DISTRIBUTION OF SHARES
The Shares are being offered directly by the Trust and not through
underwriters or designated agents to institutional investors (the "Purchasers")
who are brokers or dealers registered under the 1934 Act, investment companies
registered under the Investment Company Act (or separate accounts so
registered), insurance companies, banks, savings and loan associations, trust
companies or similar institutions supervised by state or federal banking
authorities or trusts for which banks, savings and loan associations, trust
companies or investment advisers registered under the Advisers Act, either are
the trustees or are authorized in writing to make investment decisions, all
within the meaning of paragraph (a)(4)(i)(A) of Rule 3a4-1 of the Commission
under the 1934 Act. Each Purchaser must execute and deliver to the Trust a
Purchase Agreement in the form of Exhibit A attached to this Prospectus
Supplement, to which reference is made for the complete terms and conditions of
the offering. The Trust reserves the right to withdraw, cancel or modify the
offering and to reject any purchase orders in whole or in part and will be under
no obligation to prorate in the event the offering is oversubscribed. Delivery
of the Shares will be made at the offices of the Trust in Richmond, Virginia, at
10:00 A.M., Richmond time, on February 9, 1995, against payment therefor in
immediately available funds.
EXPERTS
The statements of rental operations of Copperfield Apartments,
Mediterranean Village Apartments, Briar Club Apartments, Covington Crossing
Apartments and Hunters Trace Apartments, included in the Trust's Current Report
on Form 8-K, dated October 14, 1984, incorporated by reference herein, have been
incorporated herein in reliance upon the reports of L.P Martin & Company, P.C.,
independent auditors, dated November 10, 1994, December 2, 1994, December 9,
1994, December 9, 1994, and December 9, 1994, respectively, also incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.
S-3
<PAGE>
NO ONE HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
REGARDING THE TRUST OR THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE TRUST. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN
THOSE DESCRIBED IN THE PROSPECTUS SUPPLEMENT, NOR DO THEY CONSTITUTE AN OFFER TO
OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE TRUST SINCE THE DATE HEREOF OR THEREOF OR
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
<S> <C>
PAGE
Use of Proceeds of Shares....................... S-2
Capitalization.................................. S-2
Price Range of Common Stock..................... S-3
Plan of Distribution of Shares.................. S-3
Experts......................................... S-3
<CAPTION>
PROSPECTUS
<S> <C>
Available Information........................... 2
Incorpopration of Certain Documents by
Reference..................................... 2
The Trust....................................... 3
Use of Proceeds................................. 3
Certain Ratios.................................. 3
Description of Debt Securities.................. 4
Description of Capital Stock.................... 15
Plan of Distribution............................ 19
Legal Opinions.................................. 19
Experts......................................... 19
</TABLE>
1,360,000 SHARES
COMMON STOCK
PROSPECTUS SUPPLEMENT
FEBRUARY 2, 1995
<PAGE>
EXHIBIT A
PURCHASE AGREEMENT
PURCHASE AGREEMENT (the "Agreement") dated as of the 2nd day of February,
1995, between United Dominion Realty Trust, Inc., a Virginia corporation (the
"Trust"), and the purchaser whose name and address are set forth on the
signature page hereof (the "Purchaser").
W I T N E S S E T H:
The Trust is offering to the Purchaser and certain other institutional
investors (the "Other Purchasers") the opportunity to purchase a total of not
more than 3,000,000 shares (the "Offering") of its Common Stock, par value $1.00
per share (the "Common Stock"), and has provided to prospective investors a
prospectus supplement dated February 2, 1995, to prospectus dated September 20,
1994, relating to the Offering (collectively, the "Prospectus"). The Purchaser
wishes to purchase the number of such shares of Common Stock (the "Shares") set
forth opposite its name on the signature page hereof.
Accordingly, in consideration of the mutual covenants contained in this
Agreement, the Trust and the Purchaser agree as follows:
1. AGREEMENT TO SELL AND PURCHASE THE COMMON STOCK. At the Closing (as
defined in Section 2), the Trust will sell to the Purchaser, and the Purchaser
will purchase from the Trust upon the terms and conditions hereinafter set
forth, the Shares at a purchase price of $13.125 per Share.
2. CLOSING. Delivery of the Shares by the Trust and payment therefor by
the Purchaser (the "Closing") shall occur on February 9, 1995, at 10:00 a. m.
(the "Closing Date") at the offices of the Trust at 10 South Sixth Street, Suite
203, Richmond, Virginia 23219-3802. At the Closing, the Trust shall deliver to
the Purchaser one or more stock certificates representing the Shares registered
in such name or names as the Purchaser may designate not later than the close of
business on the second business day preceding the Closing Date or, at the option
of the Purchaser, the Trust shall deliver the Shares to the Purchaser on the
Closing Date through the facilities of The Depository Trust Company. The Trust's
obligation to deliver the Shares at the Closing shall be subject to the
following conditions, any of which may be waived by the Trust: (a) receipt by
the Trust of payment in immediately available funds of the full amount of the
purchase price of the Shares and (b) execution and delivery of Purchase
Agreements with the Other Purchasers in form substantially identical to this
Agreement and covering all of the shares of Common Stock included in the
Offering. The Purchaser's obligation to accept delivery of and to pay for the
Shares shall be subject to the following conditions: (a) the accuracy on the
Closing Date of the representations and warranties made by the Trust herein and
the fulfillment of those undertakings of the Trust to be fulfilled prior to the
Closing; and (b) the receipt of an opinion of Hunton & Williams, counsel to the
Trust, dated the Closing Date and substantially in the form of Appendix A.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST. The Trust
hereby represents and warrants to, and covenants with, the Purchaser as follows:
3.1 ORGANIZATION AND QUALIFICATION. The Trust and its subsidiaries (the
"Subsidiaries") have been duly organized and are validly existing in good
standing under the laws of their respective Jurisdictions of organization, with
corporate power and authority to own their properties and conduct their business
as described in the Prospectus; all Subsidiaries are wholly-owned by the Trust;
each of the Trust and the Subsidiaries is duly qualified to transact business in
all jurisdictions in which the conduct of its business requires such
qualification except where the failure to so qualify would not have a material
adverse effect on the Trust and the Subsidiaries or their properties, in each
case taken as a whole.
3.2 COMMON STOCK AND SHARES. The outstanding shares of Common Stock of
the Trust have been duly authorized and validly issued and are fully paid and
non-assessable; the Shares have been duly authorized, have been registered with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act") on a registration statement on Form
S-3, File No. 33-55159 (as amended from time to time and including the
prospectus constituting a part thereof and any amendment or supplement of such
prospectus, the "Registration Statement"), and when issued and paid for as
contemplated herein will be validly issued, fully-paid and non-assessable, duly
listed on the New York Stock Exchange and exempted from Section 352-e of the New
York General Business Law; no preemptive rights of stockholders exist with
respect to any of the
<PAGE>
Shares or the issue and sale thereof; and the Common Stock conforms with the
statements concerning it in the Prospectus.
3.3 REGISTRATION STATEMENT AND PROSPECTUS. The Registration Statement
was declared effective by the Commission on August 26, 1994, and no stop order
proceedings with respect to the Registration Statement have been instituted or
are pending or threatened under the 1933 Act. The documents incorporated by
reference in the Prospectus, at the time they were filed with the Commission,
conformed in all material respects to the requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and the rules and regulations
of the Commission thereunder. Neither the Registration Statement, the Prospectus
nor any amendment thereto, including any documents incorporated by reference
therein, contains any untrue statement of a material fact or omits or will omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.
3.4 FINANCIAL STATEMENTS. The financial statements of the Trust,
together with related notes and schedules, as set forth or incorporated by
reference in the Prospectus, present fairly the financial position, the results
of operations and the cash flows of the Trust and the Subsidiaries, at the
indicated dates and for the indicated periods. Such financial statements have
been prepared in accordance with generally accepted principles of accounting,
consistently applied throughout the periods involved, and all adjustments
necessary for a fair presentation of results for such periods have been made.
3.5 LITIGATION. Except as set forth in the Prospectus, there is no
action or proceeding pending or, to the knowledge of the Trust, threatened
against the Trust or any Subsidiary before any court or administrative agency
which might result in any material adverse change in the business or financial
condition of the Trust and the Subsidiaries, taken as a whole.
3.6 TITLE TO PROPERTIES; DEFAULT. The Trust and the Subsidiaries, as
the case may be, have good and marketable title to all of the properties and
assets reflected in the financial statements hereinabove described (other than
properties and assets disposed of in the ordinary course of business since the
respective dates thereof), subject to no lien, mortgage, pledge, charge or
encumbrance of any kind except those reflected in such financial statements or
which are not material in amount. There exists no default under the provisions
of any lease, contract or other obligation to which the Trust or any Subsidiary
is a party which may result in a material adverse change in the business or
financial condition of the Trust and the Subsidiaries, taken as a whole.
3.7 TAX RETURNS. The Trust and the Subsidiaries have filed all federal,
state and foreign income tax returns which have been required to be filed (or
have received extensions with respect thereto) and have paid all taxes indicated
by said returns and all assessments received by the Trust and the Subsidiaries
to the extent that such taxes have become due and are not being contested in
good faith.
3.8 NO ADVERSE CHANGE. Since the respective dates as of which
information is given in the Prospectus, there has not been any material adverse
change or any development involving a prospective material adverse change in or
affecting the condition, financial or otherwise, of the Trust or any Subsidiary
or the earnings, business affairs, management, or business prospects of the
Trust and the Subsidiaries, taken as a whole, whether or not occurring in the
ordinary course of business, and there has not been any material transaction
entered into by the Trust or any Subsidiary, other than transactions in the
ordinary course of business. Neither the Trust nor any Subsidiary has any
material contingent obligations which are not disclosed in the Prospectus.
3.9 NO DEFAULT. Neither the Trust nor any Subsidiary is in default
under any agreement, indenture or other instrument or obligation to which it is
a party or by which it or any of its properties is bound, which default is of
material significance in respect of the business or financial condition of the
Trust and the Subsidiaries, taken as a whole. The consummation by the Trust of
the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Trust is a party, the Articles of Incorporation or by-laws of the Trust or any
order, rule or regulation applicable to the Trust of any court or of any
regulatory body or administrative agency or other governmental body having
jurisdiction.
3.10. GOVERNMENTAL APPROVAL. Each approval, consent, order,
authorization, designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with the
execution and delivery by the Trust of this Agreement and the consummation by it
of the transactions herein contemplated has been obtained or made and is in full
force and effect.
2
<PAGE>
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby
represents and warrants to the Trust that it is an institution of one of the
following kinds: a registered broker or dealer, a registered investment company
(or registered separate account), an insurance company, a bank, a savings and
loan association, a trust company or similar institution supervised by a state
or federal banking authority or a trust for which a bank, a savings and loan
association, a trust company or a registered investment adviser either is the
trustee or is authorized in writing to make investment decisions, all within the
meaning of paragraph (a)(4)(i)(A) of Rule 3a4-1 under the 1934 Act.
5. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed by first-class registered or
certified mail or sent by nationwide overnight delivery service, postage or
delivering charge prepaid, or shall be sent by telecopy, and shall be deemed
given when so mailed or telecopied:
(a) if to the Trust, to
James Dolphin
Senior Vice President and Chief Financial Officer
United Dominion Realty Trust, Inc.
10 South Sixth Street, Suite 203
Richmond, Virginia 23219-3802
Telecopy No: (804) 644-4829
or to such other person at such other place as the
Trust shall designate to the Purchaser in writing;
and
(b) if to the Purchaser, at the address or telecopy
number for notices set forth on the signature page
of this Agreement, or at such other address or
addresses as may have been furnished to the Trust
in writing.
6. CHANGES. This Agreement may not be modified or amended except pursuant
to an instrument in writing signed by the Trust and the Purchaser.
7. HEADINGS. The heading of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
8. SEVERABILITY. In case any provision contained in this Agreement should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia and federal Law.
10. TERMINATION. The Trust or the Purchaser may terminate this Agreement
in the event that any of their respective conditions for Closing set forth in
Section 3 of this Agreement are not satisfied on or before 30 days after the
date of this Agreement.
11. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of this day and year first
above written.
UNITED DOMINION REALTY TRUST, INC.
By:
Title:
Number of Shares PURCHASER
to be purchased:
Print or Type Name of Purchaser
By:
Title:
Taxpayer ID # :
Address:
Contact person:
Telecopier number:
Copy to:
4
<PAGE>
APPENDIX A
FEBRUARY 9, 1995
[Name and address of
Purchaser]
UNITED DOMINION REALTY TRUST, INC.
Dear Sirs:
We are acting as counsel to United Dominion Realty Trust, Inc. (the
"Trust") in connection with the sale to [name of Purchaser] (the "Purchaser") of
shares (the "Shares") of Common Stock, $1 par value ("Common Stock"),
of the Trust, pursuant to the Purchase Agreement dated February 2, 1995 (the
"Agreement"), between the Purchaser and the Trust. All capitalized terms which
are not defined herein shall have the meanings assigned to them in the
Agreement.
In this connection, we have examined signed copies of the Registration
Statement, copies of the Trust's annual report on Form 10-K for the year ended
December 31, 1993, its quarterly report on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1994, and its current reports on Form 8-K
dated April 15, May 17, 1994, May 26, July 1, August 31, September 1 and October
14, 1994, filed by the Trust under the 1934 Act and incorporated by reference in
the Prospectus; a specimen Common Stock certificate certified by the Secretary
of the Trust; and copies of resolutions adopted by the Board of Directors of the
Trust on August 9, 1994, and January 24, 1995, certified by the Secretary of the
Trust. We have also examined an executed copy of the Agreement and the originals
(or copies identified to our satisfaction) of such documents and records of the
Trust and such other documents, certificates, records and papers as we have
deemed necessary as a basis for the opinions hereinafter expressed. For the
purpose of such opinions, we have assumed (1) the genuineness of signatures on
records, certificates, instruments, agreements and other documents submitted to
us as originals, the authenticity thereof, and the conformity with the originals
of any such documents submitted to us as copies or specimens and (2) the due
authorization, execution and delivery of the Agreement and all such other
agreements by all parties thereto other than the Trust and its subsidiaries.
On the basis of the foregoing we advise you that in our opinion:
1. The Trust has been duly organized and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Virginia,
with corporate power and authority to own its properties and conduct its
business as described in the Prospectus.
2. The Trust is duly qualified to transact business in all jurisdictions
in which the conduct of its business requires such qualification, or in which
the failure to qualify would have a materially adverse effect upon the business
of the Trust.
3. Each subsidiary of the Trust has been duly organized and is validly
existing as a corporation or limited liability company in good standing under
the laws of the jurisdiction of its incorporation or organization, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus; each such subsidiary is duly qualified to transact
business in all jurisdictions in which the conduct of its business requires such
qualification, or in which the failure to qualify would have a materially
adverse effect upon the business of such subsidiary; all of the issued and
outstanding capital stock of each such corporate subsidiary has been duly
authorized and validly issued, is fully paid and non-assessable and is owned by
the Trust free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity; and the Trust is the only members of its limited
liability company subsidiary and owns the entire membership interest therein
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity.
4. The authorized shares of Common Stock have been duly authorized and the
outstanding shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable.
1
<PAGE>
5. The Shares conform to the description thereof contained in the
Prospectus; the certificates for the Shares are in due and proper form; the
Shares have been duly authorized and will be validly issued, fully paid and
nonassessable when issued and paid for as contemplated by the Agreement; and no
preemptive rights of shareholders exist with respect to any of the Shares or the
issue and sale thereof.
6. The Registration Statement has become effective under the 1933 Act and,
to the best of our knowledge, no stop order proceedings with respect thereto
have been instituted or are pending or threatened under the 1933 Act.
7. The statements under the caption "Description of Capital Stock" in the
Prospectus, insofar as such statements constitute a summary of documents
referred to therein or matters of law, are accurate summaries and fairly and
correctly present the information called for with respect to such documents and
matters.
8. We know of no material legal proceedings pending or threatened against
the Trust.
9. The execution and delivery of the Agreement and the consummation of the
transactions therein contemplated do not and will not conflict with or result in
a breach of any of the terms or provisions of, or constitute a default under,
the Articles of Incorporation or by-laws of the Trust, or any agreement or
instrument known to us to which the Trust is a party or by which the Trust may
be bound.
10. The Agreement has been duly authorized, executed and delivered by the
Trust and constitutes a valid and binding obligation of the Trust enforceable in
accordance with its terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
rights of creditors generally and by principles of equity.
11. No approval, consent, order, authorization, designation, declaration
or filing by or with any regulatory, administrative or other governmental body
is necessary in connection with the execution and delivery of the Agreement and
the consummation of the transactions contemplated in the Agreement.
We have advised the Trust as to the requirements of the 1933 Act and the
applicable rules and regulations thereunder and have rendered other legal
assistance in the course of the preparation of the Registration Statement and
the Prospectus. We advise you that: (a) in our opinion, the Registration
Statement, the Prospectus and each amendment or supplement thereto and any
documents incorporated by reference therein comply as to form in all material
respects with the requirements of the 1933 Act or the 1934 Act, as applicable,
and the applicable rules and regulations thereunder (except that we express no
opinion as to the financial statements, schedules and other financial and
statistical information included or incorporated by reference therein); and (b)
we know of no contracts or documents required to be filed as exhibits to or
incorporated by reference in the Registration Statement or described in the
Registration Statement or the Prospectus which are not so filed, incorporated by
reference or described as required, and such contracts and documents as are
summarized in the Registration Statement or the Prospectus are fairly summarized
in all material respects. Further, although we have not independently verified
the accuracy or completeness of the information contained therein, nothing has
come to our attention which leads us to believe that the Registration Statement,
as of the time it became effective under the 1933 Act, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, or that the Prospectus, at the time it was first provided to the
Purchaser or at the date hereof, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (except that we express no view as to financial statements,
schedules and other financial and statistical information included or
incorporated by reference therein).
Very truly yours,
2
