Exhibit 8.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
September 28, 2000
HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the registration by HRPT Properties Trust, a
Maryland real estate investment trust (the "Company"), of $20,000,000 of its
8.625% Senior Notes due 2010, the following opinion is furnished to you to be
filed with the Securities and Exchange Commission (the "SEC") as Exhibit 8.1 to
the Company's Current Report on Form 8-K, to be filed within one week of the
date hereof, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
We have acted as counsel for the Company in connection with its
Registration Statement on Form S-3, File No. 333-56051 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), and we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of corporate records, certificates and statements of officers and
accountants of the Company and of public officials, and such other documents as
we have considered relevant and necessary in order to furnish the opinion
hereinafter set forth. Specifically, and without limiting the generality of the
foregoing, we have reviewed: (i) the Company's declaration of trust, as amended
and restated, and the by-laws of the Company as amended and restated; (ii) the
prospectus supplement dated September 28, 2000 (the "Prospectus Supplement") to
the final prospectus dated June 15, 1998 (as supplemented by the Prospectus
Supplement, the "Prospectus") which forms a part of the Registration Statement;
and (iii) the sections in the Company's Form 10-K for the year ended December
31, 1999 (the "Annual Report") captioned "Federal Income Tax Considerations" and
"ERISA Plans, Keogh Plans and Individual Retirement Accounts." With respect to
all questions of fact on which such opinions are based, we have assumed the
accuracy and completeness of and have relied on the information set forth in the
Form 10-K and in the documents incorporated therein by reference, and on
representations made to us by officers of the Company. We have not independently
verified such information.
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HRPT Properties Trust
September 28, 2000
Page 2
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively, the "Tax Laws"), and upon the
Employee Retirement Income Security Act of 1974, as amended, the Department of
Labor regulations issued thereunder, published administrative interpretations
thereof, and judicial decisions with respect thereto, all as of the date hereof
(collectively, the "ERISA Laws"). No assurance can be given that the Tax Laws or
the ERISA Laws will not change. In preparing the discussions with respect to Tax
Laws and ERISA Laws matters in the sections of the Annual Report captioned
"Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement Accounts," and in the section of the Prospectus Supplement captioned
"Material Federal Income Tax Considerations," we have made certain assumptions
and expressed certain conditions and qualifications therein, all of which
assumptions, conditions and qualifications are incorporated herein by reference.
Based upon and subject to the foregoing, we are of the opinion that the
discussions with respect to Tax Laws and ERISA Laws matters in the sections of
the Annual Report captioned "Federal Income Tax Considerations" and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts," as supplemented by the
discussion in the Prospectus Supplement captioned "Material Federal Income Tax
Considerations," in all material respects are accurate and fairly summarize the
Tax Laws issues and ERISA Laws issues addressed therein, and hereby confirm that
the opinions of counsel referred to in said sections represent our opinions on
the subject matter thereof.
We hereby consent to the incorporation of this opinion by reference as
an exhibit to the Registration Statement and to the reference to our firm in the
Prospectus, and to the incorporation of this opinion by reference in the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or under the rules and regulations of the SEC
promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
