<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of company as specified in its charter)
MARYLAND 23-2947217
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
401 CITY AVENUE
SUITE 615
BALA CYNWYD, PA 19004
(Address of principal executive (Zip Code)
offices)
CORPORATE OFFICE PROPERTIES TRUST
1998 LONG TERM INCENTIVE PLAN
(Full title of the plan)
CLAY W. HAMLIN, III
CHIEF EXECUTIVE OFFICER
CORPORATE OFFICE PROPERTIES TRUST
401 CITY AVENUE, SUITE 615
BALA CYNWYD, PA 19004
(Name and address of agent for service)
(610) 538-1800
(Telephone number, including area code, of agent for service)
------------------
COPIES OF ALL COMMUNICATIONS TO:
JOHN F. BALES JOHN H. GURLEY
MORGAN, LEWIS & BOCKIUS LLP VICE PRESIDENT & GENERAL COUNSEL
1701 MARKET STREET CORPORATE OFFICE PROPERTIES TRUST
PHILADELPHIA, PA 19103 401 CITY AVENUE, SUITE 615
(215) 963-5478 BALA CYNWYD, PA 19004
(610) 538-1800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate Amount of
To be registered Registered(1) per share(2) offering price(2) Registration fee(2)
- --------------------------------------- ---------------------- ----------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Shares, $0.01 par value
2,850,623 (2) $35,772,048 $9,945
- --------------------------------------- ---------------------- ----------------------- ----------------------- --------------------
</TABLE>
(1) This Registration Statement covers shares of Corporate Office
Properties Trust's common shares of beneficial interest (the "Common
Shares") which may be offered or sold pursuant to the Corporate Office
Properties Trust 1998 Long Term Incentive Plan. Pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) With respect to awards that have previously been issued under the 1998
Long Term Incentive Plan, the exercise price has been used to compute
the maximum offering price pursuant to Rule 457(h)(1). For the
remaining Common Shares issuable under the 1998 Long Term Incentive
Plan, the maximum offering price has been estimated pursuant to
Paragraphs (c) and (h) of Rule 457 under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the average
of the high and low sales prices of shares of COPT's Common Shares on
October 6, 1999, as reported on the New York Stock Exchange.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Corporate Office Properties Trust ("COPT")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Form S-8 Registration Statement
(the "Registration Statement") and made a part hereof:
1. COPT's Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 1-14023) (the "1998 10-K"). The consolidated balance sheets of COPT as
of December 31, 1998 and 1997, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1998, which are included in the 1998 10-K and have been
incorporated by reference in this Registration Statement, have been audited by
PricewaterhouseCoopers LLP, independent public accountants, as stated in their
report appearing therein and have been so incorporated in reliance upon such
reports given on the authority of that firm as experts in auditing and
accounting;
2. All other reports filed by COPT pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1998; and
3. The description of the Common Shares contained in COPT's Post-Effective
Amendment to Registration Statement filed on May 21, 1999 (Commission File No.
333-71807).
All documents and reports filed by COPT pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents or reports.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified shall not be deemed to constitute a part of the
Registration Statement except as so modified and any statement so superseded
shall not be deemed to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not Applicable
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland (the "Maryland REIT Law") permits a Maryland real estate
investment trust to include in its declaration of trust a provision limiting the
liability of its trustees and officers to the trust and its shareholders for
money damages except for liability resulting from (i) actual receipt of an
improper benefit or profit in money, property or services or (ii) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The Declaration of Trust of COPT (the "Declaration of Trust")
contains such a provision limiting such liability to the maximum extent
permitted by Maryland law.
The Declaration of Trust authorizes COPT, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of COPT and at the request of COPT, serves or has served another real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a trustee, director, officer,
partner, employee or agent of such entity from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of service in such capacity. The Bylaws of COPT (the "Bylaws")
obligate COPT, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (i) any present or former Trustee or officer who is made a party
to the proceeding by reason of his or her service in that capacity or (ii) any
such Trustee or officer who, at the request of COPT, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer, partner, employee or agent of such entity and who is made a party to
the proceeding by reason of his service in that capacity against any claim or
liability to which he may become subject by reason of his or her status as a
present or former Trustee or officer of COPT. The Declaration of Trust and the
Bylaws also permit COPT to provide indemnification to any person who served a
predecessor of COPT in any of the capacities described above and to any employee
or agent of COPT or a predecessor of COPT. The Bylaws require COPT to indemnify
a Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his or
her service in that capacity.
The Maryland REIT Law permits a Maryland real estate investment trust
to indemnify, and to advance expenses to, its trustees and officers, to the same
extent as permitted by the Maryland General Corporations Law (the "MGCL") for
Trustees and officers of Maryland corporations. The MGCL permits a corporation
to indemnify its present and former Trustees and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (i) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty, (ii) the director or
officer actually received an improper personal benefit in money, property or
services or (iii) in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
However, under the MGCL, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, the MGCL permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good-faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met. Under the MGCL, rights to
indemnification and expenses are nonexclusive, in that they need not be limited
to those expressly provided by statute.
3
<PAGE>
The Maryland REIT Law and the Bylaws may permit indemnification for
liabilities arising under the Securities Act or the Exchange Act. The Board of
Trustees has been advised that, in the opinion of the Commission,
indemnification for liabilities arising under the Securities Act or the Exchange
Act is contrary to public policy and is therefore unenforceable, absent a
decision to the contrary by a court of appropriate jurisdiction.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable
ITEM 8. EXHIBITS.
--------
EXHIBIT NO. DESCRIPTION
4.1 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed
with the Registrant's Registration Statement on February 5, 1998 on
Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference.)
4.2 Amendment No. 1 to Corporate Office Properties Trust 1998 Long Term
Incentive Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of attorney (included on signature page to the Registration
Statement).
ITEM 9. UNDERTAKINGS.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
4
<PAGE>
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be
included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed with or furnished to
the Commission by COPT pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of the
offering.
(b) The undersigned company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
COPT's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of COPT pursuant to the foregoing provisions, or otherwise, COPT has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by COPT of expenses incurred or paid by a
director, officer or controlling person of COPT in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, COPT will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bala Cynwyd, State of Pennsylvania on October
7, 1999.
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ CLAY W. HAMLIN, III
--------------------------------
Name: Clay W. Hamlin, III
Title: Chief Executive Officer
By: /s/ ROGER A. WAESCHE, JR.
--------------------------------
Name: Roger A. Waesche, Jr.
Title: Senior Vice President - Finance and
Chief Accounting Officer
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Corporate Office Properties Trust hereby severally
constitute Clay W. Hamlin, III and Thomas D. Cassel, and each of them singly,
our true and lawful attorneys with full power to them, and each of the singly,
to sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Corporate Office Properties
Trust to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ JAY H. SHIDLER
- ------------------------------------- Chairman of the Board and Trustee October 7, 1999
Jay H. Shidler
/s/ CLAY W. HAMLIN, III
- ------------------------------------- Chief Executive Officer and Trustee October 7, 1999
Clay W. Hamlin, III (Principal Executive Officer)
/s/ ROGER A. WAESCHE, JR.
- ------------------------------------- Senior Vice President--Finance and Chief October 7, 1999
Roger A. Waesche, Jr. Accounting Officer (Principal Accounting and
Financial Officer)
/s/ KENNETH D. WETHE
- ------------------------------------- Trustee October 7, 1999
Kenneth D. Wethe
/s/ WILLIAM H. WALTON, III
- ------------------------------------- Trustee October 6, 1999
William H. Walton, III
/s/ KENNETH S. SWEET, JR.
- ------------------------------------- Trustee October 5, 1999
Kenneth S. Sweet, Jr.
/s/ STEVEN D. KESLER
- ------------------------------------- Trustee October 6, 1999
Steven D. Kesler
/s/ EDWARD A. CROOKE
- ------------------------------------- Trustee October 7, 1999
Edward A. Crooke
/s/ BETSY Z. COHEN
- ------------------------------------- Trustee October 7, 1999
Betsy Z. Cohen
/s/ ROBERT L. DENTON
- ------------------------------------- Trustee October 7, 1999
Robert L. Denton
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed
with the Registrant's Registration Statement on February 5, 1998 on
Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference.)
4.2 Amendment No. 1 to Corporate Office Properties Trust 1998 Long Term
Incentive Plan (filed with the Registrant's Proxy Statement on Form 14A
(Commission File No. 001-14023) and incorporated herein by reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of attorney (included on signature page to the Registration
Statement).
<PAGE>
EXHIBIT 4.2
Amendment No. 1 to
Corporate Office Properties Trust 1998 Long Term Incentive Plan
1. Background.
This Amendment No. 1 is made and entered into as of the Effective Date
set forth below for the purpose of amending certain provisions of the 1998 Long
Term Incentive Plan (the "Plan") of Corporate Office Properties Trust (the
"Company"). Except as otherwise specifically set forth in this Amendment No. 1,
all terms and provisions of the Plan shall remain in full force and effect.
2. Definitions.
A. Section 2 of the Plan shall be amended by deleting subsection
(b) thereof in its entirety and substituting the following therefor:
(b) "Award" means any Option, Dividend Equivalent, or
Restricted Shares granted to an Eligible Person under the Plan.
B. Section 2 of the Plan shall be amended by adding the following
new subsection (v) immediately following subsection (u):
(v) "Restricted Shares" means any Shares awarded under
Section 5(d) that are subject to restrictions specified at the time of
the Award.
3. Shares Subject to the Plan.
A. Section 4 of the Plan shall be amended by deleting subsections
(a) and (b) thereof in their entirety and substituting the following:
(a) Subject to adjustment as provided in Section 4(c)
hereof, the total number of Shares reserved for issuance in connection
with Awards under the Plan shall be 10% of the total of: (i) the number
of issued and outstanding Shares at the time the Award is granted, plus
(ii) the number of Shares which would be outstanding upon redemption of
all operating partnership units or other securities of the Company
which are convertible into Shares at the time the Award is granted and
which have not yet been so redeemed; provided, however, that no more
than 300,000 Shares shall be cumulatively available for Awards of ISOs
hereunder and no more than 30% of the total number of Shares reserved
for issuance hereunder shall be cumulatively available for Awards of
Restricted Shares. No Award may be granted if the number of Shares to
which such
<PAGE>
Award relates, when added to the number of Shares previously issued
under the Plan, exceeds the number of Shares reserved under the
preceding sentence. If any Awards are forfeited, canceled, terminated,
exchanged, or surrendered, or such Award is settled in cash or
otherwise terminates without a distribution of Shares to the
Participant, any Shares counted against the number of Shares reserved
and available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, termination, cancellation,
exchange, or surrender, again be available for Awards under the Plan.
Upon the exercise of any Award granted in tandem with any other Awards,
such related Awards shall be canceled to the extent of the number of
Shares as to which the Award is exercised.
(b) Subject to adjustment as provided in Section 4(c)
hereof, the maximum number of Shares with respect to which Options may
be granted and the maximum number of Restricted Shares which may be
awarded during a calendar year to any Eligible Person under this Plan
shall be 300,000 Shares and 300,000 Restricted Shares.
4. Restricted Share Awards.
A. Section 5 of the Plan shall be amended by adding the following
new subsection (d) immediately following subsection (c):
(d) Restricted Shares. The Board is authorized to grant
Awards consisting of Restricted Shares to Eligible Persons, on the
following terms and conditions:
(i) Awards. At the time of an Award of
Restricted Shares, the Board shall cause the company to deliver to the
Participant, or to a custodian or escrow agent designated by the Board,
a certificate or certificates for such Restricted Shares, registered in
the name of the Participant. The Participant shall have all the rights
of a stockholder with respect to such Restricted Shares, subject to the
terms and conditions, including forfeiture or resale to the Company, if
any, as the Board may determine to be desirable pursuant to this
Section 5(d). The Board may designate the Company or one or more of its
executive officers to act as custodian or escrow agent for the
certificate(s).
(ii) Restricted Share Agreement. A Participant
granted an Award of Restricted Shares shall not be deemed to have
become a stockholder of the Company, or to have any rights with respect
to such Restricted Shares (including the rights to vote or to receive
dividends), unless and until such Participant shall have executed a
Restricted Share Agreement, a stock power endorsed in blank, or another
instrument evidencing the Award, in form and substance satisfactory to
the Board, and delivered a fully executed copy thereof to the Company
and otherwise complied with the then applicable terms and conditions of
such Award. The terms and conditions of each such Restricted Share
Agreement shall be determined by the Board, and such terms and
conditions may differ among individual Awards and Participants.
(iii) Restrictions. Restricted Shares awarded
under this Plan may not be sold, assigned, transferred, pledged, or
otherwise encumbered or disposed of, except as specifically provided
herein or in the Restricted Share Agreement. The Board at the time of
the Award shall specify the date or dates and/or the attainment of
performance goals, objectives, and other
2
<PAGE>
conditions on which such restrictions and the Company's right of
repurchase or forfeiture shall lapse.
(iv) Certificate and Legend. When an Award of
Restricted Shares is granted to a Participant, the Company shall issue
a certificate or certificates in respect of such Restricted Shares,
which shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award in substantially the following
form:
"The transferability of the common shares of beneficial interest
represented by this certificate are subject to the terms and conditions
(including forfeiture) of a Restricted Share Agreement entered into
between the registered owner and Corporate Office Properties Trust. A
copy of such agreement is on file in the offices of the Secretary of
the Company, (address)."
(v) Payment. Except as may be otherwise
determined by the Board (or as required in order to satisfy the tax
withholding obligations imposed under Section 8(c) of this Plan),
Participants granted Awards of Restricted Shares will not be required
to make any payment or provide any consideration to the Company other
than the rendering of their services.
(vi) Forfeiture. Subject to the provisions of
subsection (vii) of this Section 5(d), upon termination of the
Participant's employment for any reason prior to the expiration or
other termination of the restrictions described in subsection (iii) of
this Section 5(d), all Restricted Shares with respect to which such
restrictions have not yet expired or been terminated shall be forfeited
to the Company and may be repurchased by the Company for a purchase
price equal to the original purchase price paid by the Participant for
such Restricted Shares.
(vii) Waiver of Restrictions. In the event of a
Participant's normal retirement, permanent total disability, or death,
or in cases of special circumstances, the Board, in its sole
discretion, may waive in whole or in part any or all remaining
restrictions with respect to such Participant's Restricted Shares.
B. Section 7 of the Plan shall be amended by deleting subsection
(a) thereof in its entirety and substituting the following therefor:
(a) Acceleration of Exercisability and Lapse of
Restrictions; Cash-Out of Awards. Unless otherwise provided by the
Board at the time of the Award grant, all outstanding Awards pursuant
to which the Participant may have rights the exercise of which is
restricted or limited (including, but not limited to, restrictions upon
the sale or transfer of Restricted Shares) shall become fully
exercisable at the time of a Change of Control.
5. Effective Date.
This Amendment No. 1 shall become effective upon its approval by
shareholders of the Company ("Effective Date").
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS, LLP]
October 8, 1999
Corporate Office Properties Trust
401 City Avenue, Suite 615
Bala Cynwyd, PA 19004
Ladies and Gentlemen:
We have acted as counsel to Corporate Office Properties Trust, a Maryland real
estate investment trust ("COPT"), in connection with the registration of up to
2,850,623 shares (the "Shares") of its Common Shares of Beneficial Interest,
$.01 par value per share, on a registration statement on Form S-8 (the
"Registration Statement") filed pursuant to the Securities Act of 1933, as
amended (the "Act"). The Shares will be issued pursuant to the Corporate Office
Properties Trust 1998 Long Term Incentive Plan, as amended (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
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 the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of (1) our report dated February 24, 1999 relating to the
financial statements and financial statement schedule, which appears in
Corporate Office Properties Trust's Annual Report on Form 10-K for the year
ended December 31, 1998, (2) our report dated January 6, 1999 relating to the
audited combined statement of revenue and certain expenses of the Centerpoint
Properties (as defined in footnote No. 1 of the statement) for the year ended
December 31, 1997, which appears in the Current Report on Form 8-K/A of
Corporate Office Properties Trust dated January 14, 1999, (3) our report dated
January 18, 1999 relating to the audited combined statement of revenue and
certain expenses of the Gateway Properties (as defined in footnote No. 1 to the
statement) for the year ended December 31, 1997, which appears in the Current
Report on Form 8-K/A of Corporate Office Properties Trust dated February 3, 1999
and (4) our report dated June 10, 1999, relating to the audited combined
statement of revenue and certain expenses of the Commons Corporate Properties
(as defined in footnote No. 1 of the statement) for the year ended December 31,
1998, which appears in the Current Report on Form 8-K of Corporate Office
Properties Trust dated June 14, 1999.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
September 27, 1999
