SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 1996
COMMERCIAL NET LEASE REALTY, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 0-12989 56-1431377
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
400 East South Street, Suite 500 32801
Orlando, Florida (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 422-1574
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Financial Statements: None.
Pro Forma Financial Statements: None.
Exhibits:
EXHIBITS
--------
COMMERCIAL NET LEASE REALTY, INC.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being
filed pursuant to Regulation S-K, Item 601(b)(5) in lieu of
the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K
filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration
Statement. (Filed herewith.)
23 Consent of Shaw, Pittman, Potts & Trowbridge (contained in
the opinion filed as Exhibit 5 hereto), which is being filed
pursuant to Regulation S-K, Item 601(b)(23) in lieu of the
otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K
filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration
Statement. (Filed herewith.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.
COMMERCIAL NET LEASE REALTY, INC.
Dated: September 16, 1996 By: /s/ Gary M. Ralston
---------------------------
GARY M. RALSTON, President
EXHIBIT INDEX
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COMMERCIAL NET LEASE REALTY, INC.
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
5 Opinion of Shaw, Pittman, Potts & Trowbridge,
which is being filed pursuant to Regulation S-K,
Item 601(b)(5) in lieu of the otherwise required
exhibit to the Registration Statement under the
Securities Act, and which, since this Form 8-K
filing is incorporated by reference in such
Registration Statement, is set forth in full in
such Registration Statement. (Filed herewith.)
23 Consent of Shaw, Pittman, Potts & Trowbridge
(contained in the opinion filed as Exhibit 5
hereto), which is being filed pursuant to
Regulation S-K, Item 601(b)(23) in lieu of the
otherwise required exhibit to the Registration
Statement under the Securities Act, and which,
since this Form 8-K filing is incorporated by
reference in such Registration Statement, is set
forth in full in such Registration Statement.
(Filed herewith.)<PAGE>
EXHIBIT 5
OPINION OF SHAW, PITTMAN, POTTS & TROWBRIDGE
[LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]
September 11, 1996
Commercial Net Lease Realty, Inc.
400 East South Street
Suite 500
Orlando, Florida 32801
Ladies and Gentlemen:
We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with the Registration
Statement on Form S-3, Registration No. 33-61165 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on October 18, 1995. Pursuant to the Registration
Statement, the Company proposes to issue and sell 5,577,500 shares of common
stock, par value $0.01 per share (the "Common Stock") (including the
underwriters' over-allotment option, if exercised), to the public through
certain underwriters pursuant to the terms set forth in the prospectus
supplement dated September 11, 1996 (the "Prospectus Supplement") to the
prospectus filed as part of the Registration Statement.
Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that the Common Stock has been duly authorized
for issuance by the Company, and that upon issuance and delivery in accordance
with the purchase agreement referred to in the Prospectus Supplement, the
Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the caption "Legal Matters" in the Prospectus
Supplement.
Very truly yours,
SHAW, PITTMAN, POTTS & TROWBRIDGE
