As filed with the Securities and Exchange Commission on April 6, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MID-ATLANTIC REALTY TRUST
(Exact name of Registrant as specified in
charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6798
(Primary Standard Industrial)
Classification Code Number)
52-1832411
(I.R.S. Employer Identification
Number)
1306 Concourse Drive, Suite 200
Linthicum, MD 21090
(410) 684-2000
(Address, including zip code and telephone number,
including area code, of Registrant's principal
executive offices)
F. Patrick Hughes, President
Mid-Atlantic Realty Trust
1306 Concourse Dr., Suite 200
Linthicum, MD 21090
(410) 684-2000
(Name, Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Abba David Poliakoff, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander
233 East Redwood Street
Baltimore, MD 21202
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of securities Number of Shares to Proposed maximum
to be registered be registered (2) offering price per
Share (2)
Common Shares of
Beneficial Interest,
$.01 par value 300,000 shares (2) $7.95
Proposed maximum (2) Amount of
aggregate offering price registration fee
$2,385,000 $822.41
(1) Estimated solely for purposes of determining the registration fee.
The proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares
within five business days of the date of filing of this Registration
Statement.
(2) Plus such additional number of Shares as may be issuable by operation
of the anti-dilutional provisions of the Plan.
<PAGE>
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed (File No. 1-12286) with the
Securities and Exchange Commission ("Commission") by Mid-Atlantic Realty
Trust ("MART") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are, as of their respective dates, hereby
incorporated by reference in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(ii) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (i) above;
(iii) Description of the Shares contained in MART's
registration statement filed pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating
such description.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all of MART's common shares of beneficial
interest (the "Shares") offered hereby have been sold or that all Shares
then remaining unsold have been deregistered shall be deemed to be
incorporated by reference in and made a part of this Registration
Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in a document subsequently filed 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 Shares.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Trustees and Officers.
Under Maryland law, a Maryland real estate investment trust is
permitted to limit, by provision in its declaration of trust, the
liability of trustees and officers so that no trustee or officer shall be
liable to the trust or to any shareholder for money damages except (i)
for and to the extent of actual receipt of an improper personal benefit
in money, property or services, or (ii) for active and deliberate
dishonesty established by a final judgment as being material to the cause
of action. The Registrant's Declaration of Trust has incorporated these
provisions.
The Registrant's Declaration of Trust and Bylaws require the
Registrant to indemnify its Trustees and officers to the fullest extent
permitted under Maryland law. As a result, the Registrant is required to
indemnify any present or former Trustee or officer against any claim or
liability, including all judgments, penalties, fines, settlements and
expenses, unless it is established that (i) his act or omission was
committed in bad faith or was the result of active and deliberate
dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission
was unlawful. In addition, the Registrant is required to pay or
reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by such person provided that the Registrant shall have
received (i) a written affirmation by the Trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Registrant, and (ii) a written undertaking by or
on his behalf to repay the amount paid or reimbursed by the Registrant if
it shall ultimately be determined that the standard of conduct was not
met. The Registrant's Declaration of Trust and Bylaws also require the
Registrant to provide indemnification, payment or reimbursement of
expenses to a present or former director or officer who served a
predecessor of the Registrant in such capacity, and to any employee or
agent of the Registrant or a predecessor of the Registrant, and permit
the Registrant to provide such other and further indemnification or
payment or reimbursement of expenses as may be permitted by Section 2-418
of the Maryland General Corporation Law for directors of Maryland
corporations.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees and officers of the
Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, although the validity and scope of the
governing statute has not been tested in court, in the opinion of the
SEC, such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In addition, indemnification may
be limited by state securities laws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
4(a) Declaration of Trust of the Registrant, dated
June 29, 1993 (incorporated by
reference to the Registration Statement
on Form S-11, File No. 33-66386).
4(b) By-laws of the Registrant (incorporated
by reference to the Registration
Statement on Form S-11, File No. 33-66386).
4(c) Mid-Atlantic Realty Trust 1993 Omnibus Share
Plan (as Amended through May 13, 1994.
5 Opinion of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander as to legality
of Shares to be issued.
23(a) Consent of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander (included in
their opinion in Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 of 1933;
(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;
(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, provided, however, that the undertakings
contained in paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
<PAGE>
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 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 Baltimore,
State of Maryland, on February 28, 1995.
MID-ATLANTIC REALTY TRUST
By: /s/ F. Patrick Hughes
F. Patrick Hughes, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/
______________________________________
Trustee, Chairman of the February 28, 1995
LeRoy E. Hoffberger Board of Trustees
/s/
______________________________________
Trustee, President - (Principal February 28, 1995
F. Patrick Hughes Executive Officer)
/s/
______________________________________
Principal Financial Officer February 28, 1995
Paul Bollinger
/s/
______________________________________
Trustee February 28, 1995
David F. Benson
/s/
______________________________________
Trustee February 28, 1995
Marc P. Blum
/s/
______________________________________
Trustee February 28, 1995
Robert A. Frank
/s/
______________________________________
Trustee February 28, 1995
M. Ronald Lipman
/s/
______________________________________
Trustee February 28, 1995
Stanley J. Moss
/s/
______________________________________
Trustee February 28, 1995
Daniel S. Stone
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibits Page
4(a) Declaration of Trust of the Registrant, dated
June 29, 1993 *
4(b) By-laws of the Registrant *
4(c) Mid-Atlantic Realty Trust 1993 Omnibus Share
Plan (As Amended
through May 13, 1994) 9
5 Opinion of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander 14
23(a) Consent of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander __
(included in their opinion)
23(b) Consent of KPMG Peat Marwick LLP 17
_____________________________
* Incorporated by reference
<PAGE>
Exhibit 4(c)<PAGE>
MID-ATLANTIC REALTY TRUST
1993 OMNIBUS SHARE PLAN
(As Amended through May 13, 1994)
1. PURPOSE. The purpose of the 1993 Omnibus Share Plan of
Mid-Atlantic Realty Trust (the "Plan") is to promote the financial
interests of Mid-Atlantic Realty Trust (the "Trust"), including its
growth and performance, by encouraging Trustees, officers and employees
of the Trust and its subsidiaries to acquire an ownership position in the
Trust, enhancing the ability of the Trust and its subsidiaries to attract
and retain employees of outstanding ability, and providing employees with
a way
to acquire or increase their proprietary interest in the Trust's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 14, the number of common shares, par value $.01 per
share, of beneficial interest in the Trust (the "Shares") which shall be
available for the grant of awards under the Plan shall not exceed
300,000. The Shares issued under the Plan may be authorized and unissued
Shares or treasury Shares, as the Trust may from time to time determine.
Shares subject to an award that expires unexercised, that
is forfeited, terminated or canceled, in whole or in part, or is paid in
cash in lieu of Shares, shall thereafter again be available for grant
under the Plan, provided that if such award was granted to an officer or
Trustee subject to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") who received benefits of
ownership of such Shares for purposes of Section 16(b) of the Exchange
Act, such Shares shall not thereafter be available for grant under the
Plan to officers or Trustees except in accordance with the provisions of
Section 16(b) of the Exchange Act.
3. ADMINISTRATION. The Plan shall be administered by the
Executive Compensation Committee (the "Committee") of the Board of
Trustees of the Trust. A majority of the Committee shall constitute a
quorum, and the acts of a majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee shall
(i) from time to time select Trustees, officers and employees of the
Trust and its subsidiaries who will participate in the Plan (the
"Participants"), determine the type of awards to be made to Participants,
determine the Shares or share units subject to awards, and (ii) have the
authority to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, determine the terms and
provisions of any agreements entered into hereunder, and make all other
determinations necessary or advisable for the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any award in the manner and to the
extent it shall deem desirable to carry it into effect. The
determinations of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive.
4. ELIGIBILITY. All Trustees and all officers and employees
of the Trust and its subsidiaries who have demonstrated significant
management potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Trust, as
determined by the Committee, are eligible to be Participants in the Plan.
5. AWARDS. Awards under the Plan may consist of the
following: stock options (either incentive stock options within the
meaning of Section 422 of the Internal Revenue Code or non- qualified
stock options), stock appreciation rights, performance shares, or grants
of restricted stock. Awards of performance shares and restricted stock
may provide the Participant with dividends or dividend equivalents and
voting rights prior to vesting (whether based on a period of time or
based on attainment of specified performance conditions).
6. STOCK OPTIONS. The Committee shall establish the option
price at the time each stock option is granted, which price shall not be
less than 100% of the fair market value of the Shares on the date of
grant. Stock options shall be exercisable for such period as specified
by the Committee, but in no event may options be exercisable more than
ten years after their date of grant. The option price of each Share as
to which a stock option is exercised shall be paid in full at the time of
such exercise. Such payment shall be made in cash, by tender of Shares
owned by the Participant valued at fair market value as of the date of
exercise and in such other consideration as the Committee deems
appropriate, or by a combination of cash, Shares and such other
consideration.
Notwithstanding any other term of the Plan, upon the
effectiveness of the merger ("Merger") of BTR Realty, Inc. ("BTR") into
the Trust pursuant to the Agreement and Plan of Merger between the Trust
and BTR, all outstanding options granted under the Non-Qualified Stock
Option Plan of BTR shall, pursuant to such Merger Agreement, be assumed
and governed under the Plan, be converted into and become a right to
purchase Shares at the price per Share and upon the terms and conditions
applicable to such options or other rights immediately prior to the
effectiveness of the Merger, adjusted, however, for the exchange rate
applicable to such Merger.
Each non-management Trustee of the Trust shall be issued
ten-year non-qualified stock options to purchase 10,000 Shares (the
"Trustee Options"). The date of grant of Trustee Options (the "Option
Date") for present Trustees shall be February 1, 1994 and for future
Trustees shall be the date of election as Trustee. Trustee Options shall
vest as to 4,000 Shares on the Option Date; as to 3,000 Shares, on each
of the first and second anniversaries of the Option Date, except that
with respect to the present Trustees, on January 1, 1995 and 1996,
respectively. Trustee Options will not be exercisable for a period of
six months from the date of vesting, except in the event of the death of
the optionee, in which event all vested but non-exercisable Trustee
Options will become exercisable on the date of death. The exercise price
per Share for Trustee Options for the present Trustees will be $10.50 and
for future Trustees will be the closing price of the Shares on the
American Stock Exchange (or such other exchange or NASD quotation system
on which the Shares may then be listed or quoted) on the trading day
immediately prior to the Option Date. Notwithstanding any other term of
the Plan, the retirement of a Trustee in accordance with the Trust's
retirement policy shall not effect (i) the vesting of Trustee Options, or
(ii) reduce the ten- year period for exercise of Trustee Options. The
provisions set forth in this Paragraph of the Plan may not be amended
more than once in any six-month period, other than to comport with
changes in the Internal Revenue Code or in ERISA. [Added by Amendment on
May 13, 1994.]
7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may
be granted in tandem with a stock option, in addition to a stock option,
or may be freestanding and unrelated to a stock option. Stock
appreciation rights granted in tandem with or in addition to a stock
option may be granted either at the same time as the stock option or at a
later time. No stock appreciation right shall be exercisable earlier
than six months after grant, except in the event of the Participant's
death or disability. A stock appreciation right shall entitle the
Participant to receive from the Trust an amount equal to the increase of
the fair market value of the Share on the exercise of the stock
appreciation right over the grant price. The Committee, in its sole
discretion, shall determine whether the stock appreciation right shall be
settled in cash, Shares or a combination of cash and Shares.
8. PERFORMANCE SHARES. Performance shares may be granted in
the form of actual Shares or share units having a value equal to an
identical number of Shares. In the event that a certificate is issued in
respect of Shares subject to a grant of performance shares, such
certificate shall be registered in the name of the Participant but shall
be held by the Trust until the time the Shares subject to the grant of
performance shares are earned. The performance conditions and the length
of the performance period shall be determined by the Committee. The
Committee, in its sole discretion, shall determine whether performance
shares granted in the form of share units shall be paid in cash, Shares,
or a combination of cash and Shares.
9. RESTRICTED STOCK. Restricted stock may be granted in the
form of actual Shares or share units having a value equal to an identical
number of Shares. In the event that a certificate is issued in respect
of Shares subject to a grant of restricted stock, such certificate shall
be registered in the name of the Participant but shall be held by the
Trust until the end of the restricted period. The employment conditions
and the length of the period for vesting of restricted stock shall be
established by the Committee at time of grant. The Committee, in its
sole discretion, shall determine whether restricted stock granted in the
form of share units shall be paid in cash, Shares, or a combination of
cash and Shares.
10. AWARD AGREEMENTS. Each award under the Plan shall be
evidenced by an agreement setting for the terms and conditions, as
determined by the Committee, which shall apply to such award, in addition
to the terms and conditions specified in the Plan.
11. WITHHOLDING. The Trust shall have the right to deduct from
any payment to be made pursuant to the Plan, or to require prior to the
issuance or delivery of any Shares or the payment of cash under the Plan,
any taxes required by law to be withheld therefrom. The Committee, in
its sole discretion, may permit a Participant to elect to satisfy such
withholding obligation by having the Trust retain the number of Shares
whose fair market value equal the amount required to be withheld. Any
fraction of a Share required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to the
Participant.
12. NONTRANSFERABILITY. No award shall be assignable or
transferable, and no right or interest of any Participant shall be
subject to any lien, obligation or liability of the Participant, except
by will or the laws of descent and distribution.
13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an award, and the grant of an award shall not be
construed as giving a Participant the right to be retained in the employ
of the Trust or its subsidiaries. Further, the Trust and its
subsidiaries expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the Plan, except
as provided herein or in any agreement entered into hereunder.
14. TERMINATION OF RIGHTS; DEATH. All unexercised or unexpired
options, rights, performance shares and other such rights granted or
awarded under this Plan (collectively, "Rights") will terminate, be
forfeited and will lapse immediately if such Participant's employment or
relationship with the Trust is terminated for any reason, unless the
Committee permits the exercise of such Rights for a period not to exceed
ninety (90) days after the date of such termination. If a Participant's
employment or relationship with the Trust is terminated by reason of his
death, such Participant's personal representatives, estate or heirs (as
the case may be) may exercise, subject to any restrictions imposed by the
Committee at the time of the grant, any Right which was exercisable by
the Participant as of the date of his death for a period of one hundred
eighty (180) days after the date of the Participant's death.
15. REGISTRATION. If the Trust shall be advised by its counsel
that any Shares deliverable upon any exercise of a Right are required to
be registered under the Securities Act of 1933, or that the consent of
any other authority is required for the issuance of such Shares, the
Trust may effect registration or obtain such consent, and delivery of
Shares by the Trust may be deferred until registration is effected or
such consent is obtained.
16. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any
change in the outstanding Shares by reason of any share dividend or
split, recapitalization, merger, consolidation, spinoff, combination or
exchange of Shares or other corporate change, or any distributions to
common shareholders other than regular cash dividends, the Committee may
make such substitution or adjustment, if any, as it deems to be
equitable, as to the number or kind of Shares or other securities issued
or reserved for issuance pursuant to the Plan and to outstanding awards.
17. AMENDMENT. The Trustees may amend or terminate the Plan or
any portion thereof at any time, provided that no amendment shall be made
without shareholder approval if such approval is necessary in order for
the Plan to continue to comply with Rule 16b-3 under the Exchange Act.
18. COMPLIANCE WITH EXCHANGE ACT. With respect to persons
subject to Section 16 of the Exchange Act, transactions under this plan
are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to
comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.
19. EFFECTIVE DATE. The Plan shall be effective as of the
effectiveness of the Merger of BTR into the Trust. Subject to earlier
termination pursuant to Section 15, the Plan shall have a term of ten
years from its effective date.
<PAGE>
Exhibit 5<PAGE>
LEGAL OPINION OF
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER
April 6, 1995
Mid-Atlantic Realty Trust
1306 Concourse Drive, Suite 200
Linthicum, MD 21090
Re: Mid-Atlantic Realty Trust
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Mid-Atlantic Realty Trust, a
Maryland real estate investment trust (the "Trust"), in connection
with the issuance by the Trust of up to 300,000 common shares of
beneficial interest, par value $.01 per share (the "Shares"), under
the Mid-Atlantic Realty Trust 1993 Omnibus Share Plan (the "Plan"),
pursuant to the above-referenced Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed on this date by the Trust
with the Securities and Exchange Commission.
We have examined copies of (i) the Declaration of Trust
of the Trust, certified by the State Department of Assessments and
Taxation of Maryland, (ii) the Bylaws of the Trust, (iii) the Plan,
and (iv) resolutions adopted by the Board of Trustees of the Trust
relating to the matters referred to herein. We have also examined
the Registration Statement and Exhibits thereto (collectively, with
the documents described in the preceding sentence, referred to as
the "Documents").
In expressing the opinions set forth below, we have
assumed, and so far as is known to us there are no facts
inconsistent with, the following:
1. Each of the parties (other than the Trust) executing
any of the Documents has duly and validly executed and delivered
each of the Documents to which such party is a signatory, and such
party's obligations set forth therein are legal, valid and binding
and are enforceable in accordance with all stated terms except as
limited (a) by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights, or (b) by general equitable
principles;
2. Each individual executing any Documents on behalf of
a party (other than the Trust) is duly authorized to do so;
3. Each individual executing any of the Documents is
legally competent to do so; and
4. All Documents submitted to us as originals are
authentic. All documents submitted to us as certified or
photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
Documents are true and complete.
Based on the foregoing, it is our opinion that when the
terms of the sale of the Shares will be established in accordance
with the terms of the Plan, the Shares will be duly issued in
accordance with such terms and the consideration therefore shall
have been paid in accordance therewith, the Shares will be validly
issued, fully paid and nonassessable.
The foregoing opinion is 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 if
any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein
after the date hereof.
This opinion is being furnished to you for your benefit,
and may not be relied upon by any other person without our prior
written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name of
our firm therein. In giving this opinion, we do not admit that we
are within the category of persons whose consent is required by
Section 7 of the Securities Act of 1933.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER
<PAGE>
Exhibit 23(b) Exhibit 23(b)
The Board of Trustees
Mid-Atlantic Realty Trust
We consent to incorporation by reference in the registration statement on
Form S-8 of Mid- Atlantic Realty Trust of our report dated February 16,
1995, relating to the consolidated balance sheets of Mid-Atlantic Realty
Trust and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, shareholders' equity and cash
flows for the year ended December 31, 1994 and the period ended December
31, 1993 and the consolidated statements of operations, shareholders'
equity and cash flows of BTR Realty, Inc. and subsidiaries for the period
ended September 10, 1993 and for the year ended December 31, 1992 and all
related schedules, which report appears in the December 31, 1994 annual
report on Form 10-K of Mid-Atlantic Realty Trust.
KPMG Peat Marwick
LLP
Baltimore, Maryland
March 31, 1995
