<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EXCEL REALTY TRUST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
------------------------
<TABLE>
<S> <C> <C>
MARYLAND 16955 VIA DEL CAMPO, SUITE 110 33-0160389
STATE OR OTHER JURISDICTION OF SAN DIEGO, CALIFORNIA 92127 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (619) 485-9400 IDENTIFICATION NO.)
</TABLE>
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
RICHARD B. MUIR
EXECUTIVE VICE PRESIDENT AND SECRETARY
16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA 92127
(619) 485-9400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
SCOTT N. WOLFE, ESQ. THOMAS R. SMITH, JR., ESQ.
LATHAM & WATKINS BROWN & WOOD LLP
701 B STREET, SUITE 2100 ONE WORLD TRADE CENTER, 56TH FLOOR
SAN DIEGO, CALIFORNIA 92101 NEW YORK, NEW YORK 10048
</TABLE>
------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend of interest
reinvestment plans. Check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 33-59195.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF BEING PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED(1) REGISTERED(2) UNIT(3) PRICE(2)(3) FEE
- --------------------------------------------------------------------------------------------------------------------------
Debt Securities(4)................................
Preferred Stock, par value $0.01 per share(5).....
Depositary Shares representing Preferred
Stock(6)........................................ 20,000,000 (8) 20,000,000 6,897(9)
Common Stock, par value $.01 per share(7).........
Common Stock Warrants.............................
Preferred Stock Warrants..........................
Depositary Share Warrants.........................
Debt Warrants.....................................
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Footnotes on next page)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
(1) Offered Securities registered hereunder may be sold separately, together or
as units with other Offered Securities registered hereunder.
(2) In U.S. dollars or the equivalent thereof at the time of sale for any Debt
Security denominated in one or more foreign currencies or units of two or
more foreign currencies or composite currencies (such as European Currency
Units).
(3) Estimated solely for purposes of calculating the registration fee. No
separate consideration will be received for shares of Common Stock or
Preferred Stock that are issued upon conversion of Debt Securities,
Preferred Stock or Depositary Shares registered hereunder. The aggregate
maximum public offering price of all Offered Securities issued pursuant to
this Registration Statement will not exceed $20,000,000. Debt Securities may
be issued with original issue discount such that the aggregate initial
public offering price will not exceed $20,000,000
(4) Including Debt Securities issuable upon exercise of Warrants to purchase
Debt Securities registered hereunder.
(5) Including such indeterminate number of shares of Preferred Stock as may from
time to time be issued at indeterminate prices or issuable upon conversion
of Debt Securities or upon exercise of Warrants to purchase Preferred Stock
issued hereunder.
(6) To be represented by Depositary Receipts representing an interest in all or
a specified portion of a share of Preferred Stock. Includes such
indeterminate number of Depositary Shares as may be issued upon exercise of
Warrants to purchase Depositary Shares.
(7) Including such indeterminate number of shares of Common Stock as may from
time to time be issued at indeterminate prices or issuable upon conversion
of Debt Securities, Preferred Stock or Depositary Shares registered
hereunder or upon exercise of the Warrants to purchase Common Stock
registered hereunder, as the case may be.
(8) Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
(9) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Excel Realty Trust,
Inc. with the Securities and Exchange Commission (File No. 33-59195) pursuant to
the Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on January 31, 1997.
EXCEL REALTY TRUST, INC.
By /S/ GARY B. SABIN
------------------------------------
Gary B. Sabin
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ -----------------
<C> <C> <S>
/s/ GARY B. SABIN Chairman of the Board, Chief January 31, 1997
- --------------------------------------------- Executive Officer, and
Gary B. Sabin Director
/s/ RICHARD B. MUIR Executive Vice President, January 31, 1997
- --------------------------------------------- Secretary and Director
Richard B. Muir
/s/ DAVID A. LUND Chief Financial Officer January 31, 1997
- --------------------------------------------- (Principal Accounting Officer)
David A. Lund
/s/ BOYD A. LINDQUIST Director January 31, 1997
- ---------------------------------------------
Boyd A. Lindquist
/s/ D. CHARLES MARSTON Director January 31, 1997
- ---------------------------------------------
D. Charles Marston
/s/ ROBERT E. PARSONS, JR. Director January 31, 1997
- ---------------------------------------------
Robert E. Parsons, Jr.
/s/ BRUCE A. STALLER Director January 31, 1997
- ---------------------------------------------
Bruce A. Staller
/s/ JOHN H. WILMOT Director January 31, 1997
- ---------------------------------------------
John H. Wilmot
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ---------------------------------------------------------------------- ------------
<C> <S> <C>
5.1 Opinion of Latham & Watkins...........................................
5.2 Opinion of Ballard Spahr Andrews & Ingersoll..........................
8.1 Opinion of Latham & Watkins as to certain tax matters.................
23.1 Consent of Coopers & Lybrand L.L.P. ..................................
23.2 Consent of Squire & Co. ..............................................
23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.2
hereto)...............................................................
23.4 Consent of Latham & Watkins (included in Exhibits 5.1 and 8.1
hereto)...............................................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
January 31, 1997
Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127
Re: $20,000,000 Aggregate Offering Price of
Securities of Excel Realty Trust, Inc.
Ladies and Gentlemen:
We are acting as counsel for Excel Realty Trust, Inc. (the
"Company") in connection with the registration by the Company of up to
$20,000,000 aggregate offering price of (i) one or more series of debt
securities (the "Debt Securities"), (ii) one or more series of shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), (iii) shares
of Preferred Stock represented by Depositary Shares (the "Depositary Shares"),
(iv) shares of common stock, par value $.01 per share (the "Common Stock"), (v)
warrants to purchase Common Stock (the "Common Stock Warrants"), (vi) warrants
to purchase Preferred Stock (the "Preferred Stock Warrants"), (vii) warrants to
purchase Depositary Shares (the "Depositary Share Warrants") or (viii) warrants
to purchase Debt Securities (the "Debt Warrants"). The Debt Securities,
Preferred Stock, Depositary Shares, Common Stock, Common Stock Warrants,
Preferred Stock Warrants, Depositary Share Warrants and Debt Warrants are
collectively referred to herein as the "Securities." Any Debt Securities,
Preferred Stock and Depositary Shares may be convertible into shares of Common
Stock. The Securities are being registered pursuant to Rule 462(b) (the "462(b)
Filing") under the Securities Act of 1933, as amended, and are the subject of a
registration statement on Form S-3 (No. 33-59195) (the "Registration
Statement"), including the prospectus contained therein (the "Prospectus") which
is incorporated by reference into the 424(b) filing. The Registration Statement
provides that Securities may be offered in amounts, at prices and in terms to be
set forth in one or more prospectus supplements to the Prospectus contained in
the Registration Statement.
The Debt Securities will be issued pursuant to the indenture
dated as of May 8, 1995 (the "Indenture") between the Company and The First
National Bank of Boston, as trustee (the "Trustee"). The Depositary Shares
will be issued under one or more deposit agreements (each, a "Deposit
Agreement"), each to be between the Company and a financial institution
identified therein as the depositary (each, a "Depositary"). The Common Stock
Warrants, Preferred Stock Warrants, Depositary Share Warrants and Debt Warrants
(collectively, the "Warrants") will be issued under one
<PAGE> 2
LATHAM & WATKINS
Excel Realty Trust, Inc.
January 31, 1997
Page 2
or more warrant agreements (each, a "Warrant Agreement"), each to be between
the Company and a financial institution identified therein as warrant agent
(each, a "Warrant Agent").
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company 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.
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 have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States and 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.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:
1. The Indenture has been duly executed and delivered by
the Company and (assuming due authorization by the Company and due
authorization, execution and delivery by the Trustee) constitutes the
legally valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.
2. When the Debt Securities have been duly established
by the Indenture (including, without limitation, the adoption by the
Board of Directors of the Company of a resolution duly authorizing the
issuance and delivery of the Debt Securities), duly authenticated by
the Trustee and duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Debt Securities will
constitute legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
<PAGE> 3
LATHAM & WATKINS
Excel Realty Trust, Inc.
January 31, 1997
Page 3
The opinions set forth above are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, 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; (iv) we express no opinion concerning the enforceability of
the waiver of rights or defenses contained in Section 514 of the Indenture; and
(v) we express no opinion with respect to whether acceleration of Debt
Securities may affect the collectibility of any portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.
To the extent that the obligations of the Company under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion (i) that the Indenture has been duly and validly authorized by all
necessary corporate action required of the Company under the laws of its
jurisdiction of organization and the person(s) who have executed and delivered
the Indenture on behalf of the Company have been duly and validly authorized
to do so by all necessary corporate action required of the Company under the
laws of its jurisdiction of organization, (ii) that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (iii) that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; (iv) that the
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; (v) that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and (vi) that
the Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 5.2
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
January 31, 1997
Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127
Re: Excel Realty Trust, Inc.
Ladies and Gentlemen:
We have served as Maryland counsel to Excel Realty Trust, Inc., a
Maryland corporation (the "Company") in connection with certain matters of
Maryland law arising out of the registration of (i) one or more series of Debt
Securities (the "Debt Securities"), (ii) one or more series of shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"), (iii) shares
of Preferred Stock represented by Depositary Shares (the "Depositary Shares"),
(iv) shares of Common Stock, par value $.01 per share (the "Common Stock"), and
(v) Warrants to purchase Common Stock, Preferred Stock, Depositary Shares or
Debt Securities (the "Warrants"), with an aggregate initial public offering
price of up to $20,000,000. The Debt Securities, Preferred Stock, Depositary
Shares, Common Stock and Warrants are collectively referred to herein as the
"Securities." The Securities are being registered pursuant to Rule 462(b) (the
"462(b) Filing") under the Securities Act of 1933, as amended, and are the
subject of a registration statement on Form S-3 (No. 33-59195) (the
"Registration Statement"), including the prospectus contained therein (the
"Prospectus"), which is incorporated by reference into the 424(b) filing. The
Registration Statement provides that Securities may be offered in amounts, at
prices and on terms to be set forth in one or more Prospectus Supplements to the
Prospectus contained in the Registration Statement.
In our capacity as Maryland counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities, and for purposes of this opinion have assumed that 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. Among such
documents are the Registration Statement, the Charter of the Company certified
as of a recent date by the State Department of Assessments and Taxation of
Maryland (the
<PAGE> 2
Excel Realty Trust, Inc.
January 31, 1997
Page 2
"Charter"), the Amended and Restated By-Laws of the Company, Resolutions
adopted by the Board of Directors of the Company in connection with the matters
contemplated by the Registration Statement, and an Indenture dated May 8, 1995,
by and between the Company and The First National Bank of Boston, as Trustee
(the "Indenture").
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 or facsimiles.
We have been furnished with, and have relied upon, Certificates of
Officers of the Company with respect to certain factual matters. In addition,
we have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary; and we have assumed that each
certificate submitted to us is true and correct, both when given and as of the
date hereof.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. The Indenture has been duly and validly authorized by all
necessary corporate action required of the Company under the Maryland General
Corporation Law ("MGCL") and the person(s) who have executed and delivered the
Indenture on behalf of the Company have been duly and validly authorized to do
so by all necessary corporate action required of the Company under the MGCL.
2. The Company has the authority, pursuant to its Charter, to
issue up to 10,000,000 shares of Preferred Stock. When a series of Preferred
Stock has been duly established in accordance with the terms of the Company's
Charter and applicable law, and upon adoption by the Board of Directors of the
Company of a resolution in form and content as required by applicable law, and
upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement (as defined in the Registration Statement) and by such resolution,
such shares of such series of Preferred Stock will be validly issued, fully
paid and nonassessable.
3. The Company has the authority, pursuant to its Charter, to
issue up to 100,000,000 shares of Common Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law, and upon issuance and delivery of and payment for such shares
in the manner contemplated by the Registration Statement and/or the applicable
Prospectus Supplement and by such resolution, such shares of Common Stock will
be validly issued, fully paid and nonassessable.
<PAGE> 3
Excel Realty Trust, Inc.
January 31, 1997
Page 3
We consent to your filing of this opinion as an exhibit to the 424(b)
Filing and to the reference to our firm under the caption "Legal Matters" in the
Prospectus which is a part of the Registration Statement.
The foregoing opinions are limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law.
We assume no obligation to supplement this opinion any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.
This opinion is being furnished to you solely for your benefit.
Accordingly it may not be relied upon, quoted in any manner to, or delivered to
any other person or entity without, in each instance, our prior written consent.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 1
EXHIBIT 8.1
[LATHAM & WATKINS LETTERHEAD]
January 31, 1997
Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127
Re: $20,000,000 Aggregate Offering Price of Securities
of Excel Realty Trust, Inc. (the "Company")
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus, by the Company of up to
$20,000,000 aggregate offering price of (i) one or more series of debt
securities, (ii) one or more series of preferred stock, par value $.01 per
share, (iii) depositary shares representing preferred stock, (iv) shares of
common stock, par value $.01 per share, or (v) warrants to purchase common
stock, preferred stock, depositary shares or debt securities, you have requested
our opinion concerning certain of the federal income tax consequences to the
Company of its election to be taxed as a real estate investment trust. This
opinion is based on various facts and assumptions, and is conditioned upon
certain representations made by the Company as to factual matters. In addition,
this opinion is based upon the factual representations of the Company concerning
its business and properties as set forth in the Registration Statement and the
Form S-3 Registration Statement incorporated by reference therein (the
"Incorporated Documents").
As special tax counsel, 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 other instruments, as we have deemed necessary or
appropriate for purposes of this opinion. 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 federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect
<PAGE> 2
Excel Realty Trust, Inc.
January 31, 1997
Page 2
thereon, of other federal laws, the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
state.
Based on such facts, assumptions and representations, it is our
opinion that:
1. The Company is organized in conformity with the
requirements for qualification as a "real estate investment trust,"
and its proposed method of operation, as described in the
representations of the Company referred to above, will enable it to
continue to meet the requirements for qualification and taxation as a
"real estate investment trust" under the Internal Revenue Code of
1986, as amended (the "Code").
2. The statements in the Incorporated Documents set forth
under the caption "Certain Federal Income Tax Considerations to the
Company of its REIT Election," to the extent such information
constitutes matters of law, summaries of legal matters, or legal
conclusions, have been reviewed by us and are accurate in all material
respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation
or difference in the facts from those set forth in the Company's
representations may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust depends
upon the Company's ability to meet, through actual annual operating results,
distribution levels and diversity of stock ownership, the various qualification
tests imposed under the Code, the results of which have not been and will not
be reviewed by Latham & Watkins. Accordingly, no assurance can be given that
the actual results of the Company's operation for any particular taxable year
will satisfy such requirements.
This opinion is furnished only to you, and is solely for your use in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Incorporated Documents.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Excel Realty Trust, Inc. on Form S-3 of our report dated January 16, 1997 on
the Historical Summary of Operating Revenues and Direct Operating Expenses of
the property acquired by Excel Realty Trust, Inc. for the year ended
December 31, 1995.
/s/ SQUIRE & COMPANY, PC
Squire & Company, PC
Poway, California
January 31, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Excel Realty Trust, Inc. and subsidiaries on Form S-3 of our report dated
February 5, 1996 on our audits of the consolidated financial statements and
financial statement schedules of Excel Realty Trust, Inc. and subsidiaries as
of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993. We also consent to the reference to our Firm under the caption
"Experts."
/s/ Cooper & Lybrand L.L.P.
San Diego, California
January 31, 1997
