EXHIBIT 8.1
Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 Austin Dallas Houston New Orleans www.lockeliddell.com
November 21, 2000
Weingarten Realty Investors
2600 Citadel Plaza Drive, Suite 300
Houston, Texas 77008
Ladies and Gentlemen:
We have acted as counsel to Weingarten Realty Investors (the "Company"), a
Texas real estate investment trust, in connection with the sale of 51,250 common
shares of beneficial interest, par value $.03 per share (the "Common Shares"),
to be sold by the selling stockholder named in and in accordance with the
Registration Statement of the Company on Form S-3 (the "Registration Statement")
and related prospectus with respect to the Common Shares (the "Prospectus"),
which Form S-3 was filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
In rendering the following opinions, we have examined the Restated
Declaration of Trust, as amended, and bylaws of the Company, as amended to date,
an officer's certificate to counsel for Weingarten Realty Investors regarding
certain income tax and factual matters signed by an appropriate officer and
dated as of the date hereof, and such other records, certificates and documents
as we have deemed necessary or appropriate for purposes of rendering the
opinions set forth herein.
We have reviewed the descriptions set forth in the Registration Statement
of the Company and its investments, activities, operations and governance. We
have relied upon the facts set forth in the Registration Statement and upon the
representations of officers of the Company that the Company has been and will be
owned and operated in such a manner that the Company has and will continue to
satisfy the requirements for qualification as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). In
addition, we have relied on certain additional facts and assumptions described
below.
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In rendering the opinions set forth herein, we have assumed (i) the genuineness
of all signatures on documents we have examined, (ii) the authenticity of all
documents submitted to us as originals, (iii) the conformity to the original
documents of all documents submitted to us as copies, (iv) the conformity of
final documents to all documents submitted to us as drafts, (v) the authority
and capacity of the individual or individuals who executed any such documents on
behalf of any party, (vi) the accuracy and completeness of all records made
available to us, (vii) the factual accuracy of all representations, warranties
and other statements made by all parties and (viii) that the Company has been
and will be operated in accordance with applicable laws and in accordance with
the terms and conditions of the organizational documents of the Company and all
agreements to which it is a party. We have also assumed, without investigation,
that all documents, certificates, representations, warranties and covenants upon
which we have relied in rendering the opinions set forth below and that were
given or dated earlier than the date of this letter continue to remain accurate,
insofar as relevant to the opinions set forth herein, from such earlier date
through and including the date of this letter.
The discussion and conclusions set forth below are based upon the Code, the
Income Tax Regulations and procedural and administration rules, regulations and
pronouncements promulgated thereunder and existing administrative and judicial
interpretations thereof, all of which are subject to change (possibly with
retroactive effect). No assurance can therefore be given that the federal
income tax consequences described below will not be altered in the future.
Based upon and subject to the foregoing discussion and the discussion of
the federal income tax considerations that relate to the tax treatment of the
Company and its shareholders as set forth under the caption "Federal Income Tax
Consequences" in the Prospectus, as of the date hereof we are of the opinion
that the Company's form of organization, its diversity of equity ownership and
its manner of operations have been in conformity with the requirements for
qualification and taxation as a REIT for taxable year ended December 31, 1999.
Furthermore, we are of the opinion that the Company's proposed diversity of
equity ownership and manner of operation should enable the Company to continue
to satisfy the requirements to qualify to be treated as a REIT for the calendar
year 2000.
We express no opinion with respect to the transactions described herein, or
in the Registration Statement or the Prospectus other than those expressly set
forth herein. You should recognize that our opinions are not binding on the
Internal Revenue Service (the "IRS") and that the IRS may disagree with the
opinions contained herein. Although we believe that our opinions will be
sustained if challenged, there can be no assurance that this will be the case.
Except as specifically discussed above, the opinions expressed herein are based
upon the law as it currently exists. Consequently, future changes in the law
may cause the federal income tax treatment of the transactions described herein
to be materially and adversely different from that described above.
This opinion is intended solely for the purposes set forth in the
Registration Statement; it may not be relied upon for any other purpose or by
any other person or entity, and may not be made available to any other person or
entity without our prior written consent.
We hereby consent to the filing of this opinion letter as an exhibit to the
Prospectus and to the reference to this firm under the caption "Federal Income
Tax Consequences" in the Prospectus. In giving the consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
LOCKE LIDDELL & SAPP LLP
By: /s/ Gina E. Betts
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