Exhibit 5.1
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
August 29, 2000
The Board of Directors
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Regency Realty Corporation Registration on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Regency Realty Corporation, a Florida
corporation ("Regency"), in connection with the issuance of 577,373 shares of
common stock, par value $0.01 per share (the "Securities") issued or issuable
upon conversion of certain units of limited partnership interest of Regency
Centers, L.P., as described in Regency's Registration Statement on Form S-3
filed with the Securities and Exchange Commission (the "Registration
Statement").
As counsel for Regency, we have examined and are familiar with the
Registration Statement, Regency's Amended and Restated Articles of
Incorporation, as amended to date and filed in the Office of the Secretary of
State of the State of Florida, Regency's Bylaws, the proceedings of Regency's
Board of Directors and committees thereof in connection with or with respect to
the authorization and issuance of the Securities registered by the Registration
Statement, the Agreement of Limited Partnership of Regency Centers, L.P. as in
effect on the date hereof (the "Partnership Agreement") and the Conversion and
Redemption Agreement among the selling shareholders named in the Registration
Statement and Regency (the "Redemption Agreement"), and such Regency records,
certificates, and other documents and matters of law as we deemed to be
pertinent. As to factual matters we have relied in part upon certificates of
officers of Regency and upon certificates of public officials.
Based upon our examination of such documents and our familiarity with
such proceedings, it is our opinion that (1) the Securities which are issued
have been duly authorized and are legally issued, fully paid and nonassessable;
and (2) the Securities which are issuable have been duly authorized and, when
and if delivered in the manner described in the Partnership Agreement and the
Redemption Agreement, will be legally issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the related Prospectus. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
FOLEY & LARDNER
/s/ Foley & Lardner
