<PAGE> 1
As filed with the Securities and Exchange Commission on February 6, 1998
Registration No. 33-_______
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------
HALLWOOD REALTY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 752313955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3710 RAWLINS, SUITE 1500
DALLAS, TEXAS 75219
(Address of principal executive offices) (Zip code)
---------------------------------------------
1995 UNIT OPTION PLAN
FOR
HALLWOOD REALTY PARTNERS, L.P.
(Full title of the plan)
---------------------------------------------
WILLIAM L. GUZZETTI
PRESIDENT AND CHIEF OPERATING OFFICER
HALLWOOD REALTY PARTNERS, L.P.
3710 RAWLINS, SUITE 1500
DALLAS, TEXAS 75219
(Name and address of agent for service)
(214) 528-5588
(Telephone number, including area code, of agent for service)
With a copy to
W. ALAN KAILER, ESQ.
JENKENS & GILCHRIST, P.C.
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Limited Partner Units 86,000 units $11.875 $1,021,050 $301.21
====================================================================================================================================
</TABLE>
(1) Consists of 86,000 units representing limited partner interests
reserved for issuance to directors, employees and consultants of
Hallwood Realty Partners, L.P. and its subsidiaries pursuant to the
1995 Unit Option Plan for Hallwood Realty Partners, L.P. and the
Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit
Option Plan for Hallwood Realty Partners, L.P.
(2) Calculated pursuant to rule 457(h) based on the exercise price of the
options specified in the Nonqualified Unit Option Agreement Granted
Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners,
L.P.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*.
- -----------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 of the Securities Act of 1933, as amended, and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Hallwood Realty Partners, L.P. (the "Partnership") hereby incorporates
by reference in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(1) The Partnership's Annual Report on Form 10-K for the year
ended December 31, 1996.
(3) The Partnership's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997.
(3) The description of units of the Partnership, (the "Units") set
forth in the registration statement on Form 8-A filed with the
Commission on October 3, 1990, as amended, on October 19,
1990, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Partnership with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document 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 herein, in any subsequently filed
amendment to this Registration Statement or in any document that also is
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Partnership has authority under Section 17-108 of Subtitle II to
Title 6 of the Delaware Trade and Commerce Law (the "Delaware Code") to
indemnify its directors and officers. The Restated and Amended Agreement of
Limited Partnership (the "Partnership Agreement") provides that the
Partnership shall indemnify its directors, officers, partners, employees and
agents of the General Partner and its affiliates (each an "Indemnitee") to the
full extent permitted by the Delaware Code or other provisions of the laws of
Delaware. The Partnership Agreement provides indemnification against any losses
or claims, damages, liabilities, expenses (including legal fees and expenses),
judgments, fines, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or
II-1
<PAGE> 3
investigative, in which the Indemnitee may be involved, or threatened to be
involved arising by reason of (i) his management of the affairs of the
Partnership, each of the Equitec Partnerships or the General Partner or (ii)
his status as a General Partner, an affiliate thereof, or partner, director,
officer, employee thereof or a person serving at the request of the
Partnership, the General Partner or any affiliate thereof in an entity in a
similar capacity, which relates to or arises out of the Partnership, its
property, business or affairs or the General Partner, its properties,
businesses or affairs or (iii) any document filed with or submitted to the
Commission or any state securities regulatory agency or otherwise disseminated
in connection with the offer or sale, or proposed offer or sale of Units in
connection with the exchange (the "Exchange") of Units for partnership
interests in Equitec Financial Group, Inc., as described in the proxy statement
and prospectus contained in the Partnership's Form S-4, filed with the
Commission on June 28, 1990, as amended, on June 29, 1990, which Form S-4 is
incorporated herein by reference. Indemnification under (ii) above includes,
but is not limited to indemnification with respect to acts, practices or
omissions occurring prior to, during or after consummation of the Exchange and
any representations or warranties made in connection therewith. The
Partnership Agreement prohibits indemnification with respect to any claim,
issue or matter in which the Indemnitee is adjudged liable for actual fraud or
willful or wanton misconduct, unless the court in which such action was
brought, or another court of competent jurisdiction, determines upon
application that, despite the adjudication of liability, the Indemnitee is
fairly and reasonably entitled to indemnification. The Partnership Agreement
permits the Partnership to advance legal expenses to an Indemnitee, provided
the Partnership receives an undertaking by the Indemnitee to repay such
advances unless it is ultimately determined that the indemnified party is
entitled to indemnification. The Partnership Agreement further permits the
Partnership to purchase and maintain liability, indemnification and/or other
similar insurance.
The Partnership Agreement provides that the General Partner, its
Affiliates and all officers, partners, directors, employees and agents of the
General Partner and its affiliates shall not be liable to the Partnership, any
limited partner, assignee or any other person who has acquired an interest in
the Partnership for any losses sustained or liabilities incurred, including
monetary damages, as a result of any act or omission, unless such act or
omission constitutes (a) a breach of any duty of loyalty to the Partnership,
(b) an act or omission in bad faith which involves intentional misconduct or a
knowing violation of law, or (c) a transaction from which an improper personal
benefit is derived.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1* 1995 Unit Option Plan For Hallwood Realty Partners, L.P.
4.2* 1995 Unit Option Loan Program
4.3** Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood
Realty Partners, L.P.
4.4*** Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
4.5*** Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1** Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
23.2** Consent of Deloitte & Touche LLP
24.1** Power of Attorney (included on signature page)
</TABLE>
-----------------
* Filed as an exhibit to registrant's Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission on
March 6, 1995, and incorporated herein by reference.
II-2
<PAGE> 4
** Filed herewith. The form of Nonqualified Unit Option
Agreement Granted Pursuant to the 1995 Unit Option Plan for
Hallwood Realty Partners, L.P. will be executed by each
optionee.
*** Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
filed with the Commission on June 28, 1990, as an amended, on
June 29, 1990, and incorporated herein by reference.
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:
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) 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;
and
(c) 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.
(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; and
(3) To remove from registration by means of a post-effective
amendment any securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 an indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as an 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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, the registrant 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 of
whether such indemnification by it is against public policy as an expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, Texas, on January 30, 1998:
HALLWOOD REALTY CORPORATION
By: /s/ William L. Guzzetti
-------------------------------------------
William L. Guzzetti, President and Chief
Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints William L. Guzzetti and Anthony
J. Gumbiner, and each of them, each with full power to act without the other,
his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as an fully to all intents and purposes as an he might or could do
in person hereby ratifying and confirming that each of said attorneys-in-fact
and agents or his substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates included:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Anthony J. Gumbiner Chairman of the Board and Director January 30, 1998
- ----------------------------------- of Hallwood Realty Corporation
Anthony J. Gumbiner (Chief Executive Officer)
/s/ William L. Guzzetti President and Director January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
William L. Guzzetti (Chief Operating Officer)
/s/ John G. Tuthill Executive Vice President and Secretary January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
John G. Tuthill
/s/ Jeffrey D. Gent Vice President - Finance January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
Jeffrey D. Gent (Chief Accounting Officer)
Director _________, 1998
- ----------------------------------- Hallwood Realty Corporation
Alan G. Crisp
/s/ William F. Forsyth Director January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
William F. Forsyth
/s/ Edward T. Story Director January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
Edward T. Story
/s/ Brian M. Troup Director January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
Brian M. Troup
/s/ Udo H. Walther Director January 30, 1998
- ----------------------------------- Hallwood Realty Corporation
Udo H. Walther
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit Description Page No.
------- ----------- ----------
<S> <C> <C>
4.1* 1995 Unit Option Plan For Hallwood Realty Partners, L.P.
4.2* 1995 Unit Option Loan Program
4.3** Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for
Hallwood Realty Partners, L.P.
4.4*** Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
4.5*** Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1** Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
23.2** Consent of Deloitte & Touche LLP
24.1** Power of Attorney (included on signature page)
</TABLE>
----------------------------------------------------------------------------
* Filed as an as an exhibit to registrant's Form 10-K (No.
001-10643) for the fiscal year ended December 31, 1994, filed
with the Commission on March 6, 1995, and incorporated herein
by reference.
** Filed herewith. The form of Nonqualified Unit Option
Agreement Granted Pursuant to the 1995 Unit Option Plan for
Hallwood Realty Partners, L.P. will be executed by each
optionee granted an option under the Unit Option Plan.
*** Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
filed with the Commission on June 28, 1990, as amended, on
June 29, 1990, and incorporated herein by reference.
<PAGE> 1
EXHIBIT 4.3
NONQUALIFIED UNIT OPTION AGREEMENT
GRANTED PURSUANT TO THE
1995 UNIT OPTION PLAN FOR
HALLWOOD REALTY PARTNERS, L.P.
A Nonqualified Unit Option (the "Option") for a total of [number of
units] units representing limited partnership interests ("Unit(s)") in Hallwood
Realty Partners, L.P. (the "Partnership"), is hereby granted to [name of
optionee] (the "Optionee") at the price determined as provided in, and in all
respects subject to the terms, definitions and provisions of, the 1995 Unit
Option Plan for Hallwood Realty Partners, L.P. (the "Plan"), which is
incorporated herein by reference, in consideration for Optionee's service to
the Partnership and to provide incentive to the Optionee to continue service to
the Partnership, which has been and shall be performed outside the United
States and the United Kingdom. This Agreement refers to Units of the
Partnership after giving effect to the one-for-five reverse unit split approved
by the general partner of the Partnership on the Date of Grant (as hereinafter
defined).
1. OPTION PRICE. The option price is $11.875 for each Unit.
2. DATE OF GRANT. This Option is granted as of February 27, 1995
(the "Date of Grant").
3. EXERCISE OF OPTION. This Option shall be exercisable in whole
or in part in accordance with the provisions of the Plan as follows:
(i) SCHEDULE OF RIGHTS TO EXERCISE.
(a) [number] Units upon the Date of Grant.
(b) [number] Units after February 27, 1996.
(c) [number] Units after February 27, 1997.
or on such earlier date as this Option may vest in accordance with Section 7(d)
of the Plan, but subject always to the limits set forth in Section 7(e) of the
Plan.
(ii) METHOD OF EXERCISE. This Option shall be exercisable
by a written notice delivered to the Company which shall:
(a) state the election to exercise the Option and
the number of Units in respect of which it is being exercised;
and
(b) be signed by the person or persons entitled
to exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to the Partnership, of the
right of such person or persons to exercise the Option.
(iii) PAYMENT. The exercise price of any Units purchased
shall be paid solely in cash, by certified or cashier's check, by
money order, with Units (provided that at the time of exercise the
Committee in its sole discretion does not prohibit the exercise of
Options through the delivery of already-owned Units) or by a
combination of the above; provided, however, that the Committee in its
sole discretion may accept a personal check in full or partial payment
of any Units. If the exercise price is paid in whole or in part with
Units, the value of the Units surrendered shall be their Fair Market
Value on the date received by the Company. Any Units delivered in
satisfaction of all or a portion of the exercise price shall be
appropriately endorsed and transfer and assignment to the Partnership.
(iv) WITHHOLDING. The Optionee shall make satisfactory
arrangements for the withholding of any amounts necessary for
withholding in accordance with applicable Federal or state income tax
laws.
(v) ISSUANCE OF UNITS. No person shall be, or have any
of the rights or privileges, of, a unitholder of the Partnership with
respect to any of the Units subject to an Option unless and until
certificates representing such Units shall have been issued and
delivered to such person. As a condition of any issuance of a
certificate for Units, the Committee may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure
compliance with any provision of the Plan, the agreement evidencing
the Option or any law or regulation including, but not limited to, the
following:
<PAGE> 2
(a) A representation, warranty or agreement by
the Optionee to the Partnership at the time any Option is
exercised that he or she is acquiring the Units to be issued
to him or her for investment and no with a view to, or for
sale in connection with, the distribution of any such Units;
and
(b) A representation, warranty or agreement to be
bound by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities laws deemed by the Committee to
be applicable to the issuance of the Units and are endorsed
upon the Unit certificates.
(vi) SURRENDER OF OPTION. Upon exercise of this Option in
part, if requested by the Partnership, the Optionee shall deliver this
Option and any other written agreements executed by the Partnership
and the Optionee with respect to this Option to the Partnership who
shall endorse or cause to be endorsed thereon a notation of such
exercise and return all agreements to the Optionee.
4. TRANSFERABILITY OF OPTION. In the Optionee's discretion, this
Option may be transferred by the Optionee by gift or by contribution to (a) any
member of Optionee's immediate family; (b) any entity of which Optionee or
members of Optionee's family are the sole equity owners or beneficiaries or, if
there are discretionary beneficiaries, among the class of discretionary
beneficiaries; or (c) any combination of the foregoing.
5. TERM OF OPTION. This Option may not be exercised after the
expiration of ten (10) years from the Date of Grant of this Option and is
subject to earlier termination as provided in Section 8 of the Plan. This
Option may be exercised during such term only in accordance with the Plan and
the terms of this Option.
6. ADMINISTRATION. The Plan and this Option shall be
administered by the Committee provided for and described in Section 13 of the
Plan.
HALLWOOD REALTY PARTNERS, L.P.
By: Hallwood Realty Corporation,
its general partner
By:
-----------------------
Name:
-----------------------
Title:
-----------------------
Optionee acknowledges receipt of a copy of the Plan, and represents
that Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions of the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee (as defined in the Plan) upon any questions
arising under the Plan.
----------------------------------------
Optionee
2
<PAGE> 1
EXHIBIT 5.1
OPINION OF JENKENS & GILCHRIST
Hallwood Realty Partners, L.P.
3710 Rawlins Street, Suite 1500
Dallas, Texas 75219
Re: Hallwood Realty Partners, L.P. Registration Statement on
Form S-8
Gentlemen:
We have acted as counsel to Hallwood Realty Partners, L.P., a Delaware
limited partnership (the "Partnership"), in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on or about January __, 1998,
under the Securities Act of 1933, as amended (the "Act"), relating to 86,000
units (the "Units") of the Partnership that may be issued by the Partnership
under the 1995 Unit Option Plan for Hallwood Realty Partners, L.P., the 1995
Unit Option Loan Program for Hallwood Realty Partners, L.P. and the 1995
Nonqualified Unit Option Plan for the Partnership Granted Pursuant to the 1995
Unit Option Plan for Hallwood Realty Partners, L.P. (collectively, the
"Plans").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our
satisfaction, of (1) the Certificate of Limited Partnership of the Partnership,
as amended; (2) the Amended and Restated Agreement of Limited Partnership of
the Partnership (the "Partnership Agreement"); (3) minutes and records of the
proceedings of the Partnership with respect to the establishment of the Plans,
the issuance of Units pursuant to the Plans, the Registration Statement and
related matters; (4) the Registration Statement and exhibits thereto; (5) the
Plans; and (6) such other documents and instruments as we have deemed necessary
for the expression of opinions herein contained. In making the foregoing
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the
Partnership Agreement, minutes, records, resolutions and other documents or
writings of the Partnership, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers of the
Partnership and upon documents, records and instruments furnished to us by the
Partnership, without independent check or verification of their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above, and subject to the assumptions
noted below, this firm is of the opinion that the Partnership presently has
available at least 86,000 units of authorized but unissued Units from which may
be issued the Units proposed to be issued pursuant to the exercise of options
(the "Options") to purchase Units granted under the Plans. Assuming that
(1) the outstanding Options are duly granted, and the Options to
be granted in the future will be duly granted, in accordance with the terms of
the Plans;
(2) the Partnership maintains an adequate number of authorized
but unissued Units available for issuance to those persons granted Options
under the Plans; and
(3) the consideration for the Units issued pursuant to the Plans
is actually received by the Partnership as provided in the Plans (and/or the
agreements executed in connection with the Plans).
then the 86,000 Units that may be issued in accordance with the terms of the
Plans will represent, when and if issued, valid limited partnership interests
in the Partnership, as to which the limited partners will have no liability,
subject to the obligation of a limited partner to repay the amount of any
distribution wrongfully received from the Partnership for a period of three (3)
years from the date of the distribution.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ W. Alan Kailer
----------------------------------
W. Alan Kailer, for the firm
WAK/glw
2
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hallwood Realty Partners, L.P. on Form S-8 of our report dated February 11,
1997, appearing in the Annual Report on Form 10-K of Hallwood Realty Partners,
L.P. for the year ended December 31, 1996.
/s/ Deloitte & Touche
DELOITTE & TOUCHE LLP
Dallas, Texas
February 4, 1998
