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EXHIBIT 8.1
TAX OPINION
December 28, 2000
Brandywine Realty Trust
14 Campus Boulevard
Newtown Square, Pennsylvania 19073
Gentlemen:
We have acted as Tax Advisor to Brandywine Realty Trust (the "Company"), in
connection with the preparation of a registration statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission on
December 28, 2000, relating to the proposed public offering of up to 4,000,000
common shares of beneficial interest, par value $.01 per share, of the Company
(the "Common Shares") issuable in connection with the Company's Distribution
Reinvestment and Share Purchase Plan (the "Plan"). Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Registration
Statement.
In rendering the opinions expressed herein, we have examined such documents and
other matters as we have deemed necessary or appropriate, including (but not
limited to) the Registration Statement and the prospectus, representation
letters provided by the Company to us, and schedules prepared by the Company
which relate to the Company's compliance with various REIT qualification tests.
Further, we have obtained additional information and representations from
officers of the Company with respect to various factual matters relating to the
Company's operations and stock ownership and to the Company's expectations to
continue to meet certain diversity of ownership tests on a basis consistent with
past practice and of its intention to operate in a manner consistent with its
past operations, subject to any changes described in the prospectus. We have
also relied on representations from Prometheus AAPT Holdings, L.L.C., LF
Strategic Realty Investors L.P. and Lazard Freres Real Estate Investors, L.L.C.
made to the Company with respect to various factual matters relating to the
operations and stock ownership of Atlantic American Properties Trust through
September 28, 1998. We have relied on the opinion of Pepper Hamilton LLP that
the shares of Non-Voting Preferred Stock issued by Brandywine Realty Services
Corporation to Brandywine Operating Partnership, L.P. do not constitute voting
securities for purposes of the Investment Company Act of 1940. We have also
relied on the opinion of Pepper Hamilton LLP that the shares of Non-Voting
Common Stock issued by Atlantic American Properties Management II, Inc. to AAPOP
1, L.P. do not constitute voting securities for purposes of the Investment
Company Act of 1940. We have also relied on good standing certificates obtained
from the Secretary of State that certain partnerships are in good standing under
the laws of their respective jurisdiction of formation. In addition, we have
relied upon the authenticity of the documents, and upon the accuracy of the
representations, described above.
Our past material professional relationship with the Company has consisted of
rendering opinions on the Company's financial statements under generally
accepted accounting principles from 1986 through the calendar year ended
December 31, 1999. In addition, we prepared the Company's federal and state tax
returns for 1986 through 1988 and 1996 through 1999.
Based upon and subject to the foregoing, it is our opinion that beginning with
its taxable year ended December 31, 1986, the Company was organized and has
operated in conformity with the requirements for qualification as a REIT
under the Internal Revenue Code for each of its taxable years and the Company's
current method of organization and operation will enable it to continue to so
qualify.
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The opinion expressed herein is based upon the Internal Revenue Code, the
Treasury Department's regulations which interpret the Internal Revenue Code, and
relevant judicial and administrative precedent, all of which are subject to
change, on a retroactive basis, at any time. Any such changes could adversely
impact the opinion rendered herein and the tax consequences to the Company and
the investors in the Securities. During the course of our engagement, after
reasonable investigation, nothing has come to our attention which would cause us
to question the accuracy of the documents or other information provided to us by
the Company or the veracity of the information or representations provided to us
by the Company or Company's counsel. As noted above, the examination of these
documents, the accumulation of the information contained therein and
representations of the Company and its counsel formed a material part of the
basis on which we formed our opinion. Should anything occur, or already have
occurred, that would compromise the accuracy of the aforementioned documents or
the veracity of the aforementioned information and representations, our opinion
as expressed herein may not be relied upon.
Our opinion is valid as of the date of this letter. We have not been retained,
nor are we obligated, to monitor or update this opinion for future conditions
that may affect this opinion. Our opinion is limited to the tax matters
specifically enumerated within and we have not considered any other federal
income tax matters, any state or local income tax issues, nor any non U.S. tax
issues, potentially impacting upon an investment in the Common Shares. Potential
investors in the Common Shares are urged to seek and rely on the tax advice of a
qualified professional. The opinion expressed herein is not binding upon the IRS
and should not be construed to indicate IRS approval of the Company's qualifying
status as a REIT for the years considered herein. The opinions expressed herein
reflect our assessment of the outcome of litigation and other adversarial
proceedings based on an analysis of the existing tax authorities relating to the
issues. It is important to note, however, no assurance can be given that the
Company would in fact litigate any of the matters addressed herein.
We understand that our opinion will be attached as an Exhibit to the
Registration Statement and will be referred to in the prospectus that is part of
the Registration Statement which will be delivered to prospective purchasers of
the Common Shares, and we hereby consent to such use of our opinion.
/s/ ARTHUR ANDERSEN LLP
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