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June 14, 2000
Storage USA, Inc.
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103
Storage USA, Inc.
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Qualification as Real Estate Investment Trust
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Ladies and Gentlemen:
We have acted as counsel to Storage USA, Inc., a Tennessee corporation (the
"Company"), in connection with the preparation of a Form S-3 registration
statement filed with the Securities and Exchange Commission ("SEC") on June 14,
2000 (the "Registration Statement") with respect to the possible issuance of up
to 59,544 shares (the "Redemption Shares") of the common stock, par value $0.01
per share, of the Company (the "Common Stock") to certain individuals and
entities (the "Unitholders") who sold self-storage facilities to SUSA
Partnership, L.P., a Tennessee limited partnership (the "Operating
Partnership"), on June 15, 1999 if, and to the extent that, the Unitholders
choose to redeem their units of limited partnership interest in the Operating
Partnership ("Units") and the Company elects to exchange the Units for shares of
Common Stock. You have requested our opinion regarding certain U.S. federal
income tax matters.
The Company, through the Operating Partnership, owns interests in self-storage
facilities directly and through various subsidiary partnerships and limited
liability companies (the "Subsidiary Entities"). The Operating Partnership also
owns 100% of the nonvoting stock, and 5% of the voting stock, of SUSA
Management, Inc., a Tennessee corporation ("Management"), representing 99% of
the economic interests in Management. In addition, the Operating Partnership
owns 100% of the nonvoting stock of Storage USA Franchise Corp., a Tennessee
corporation ("Franchise"), representing 97.5% of the equity interests in
Franchise.
In giving the opinions set forth below, we have examined the following:
1. the Company's Charter, as amended and restated;
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Storage USA, Inc.
June 14, 2000
Page 2
2. the Company's Bylaws;
3. the prospectus contained as a part of the Registration Statement (the
"Prospectus");
4. the Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated as of September 21, 1994, among the Company, as
general partner, and several limited partners, as amended on March 19, 1996,
June 14, 1996, August 14, 1996, and November 12, 1998 (the "Operating
Partnership Agreement");
5. the governing documents of the Subsidiary Entities; and
6. such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
In connection with the opinions rendered below, we have assumed
generally that:
1. Each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended.
2. Each partner or member (each, a "Partner") of the Operating Partnership
and the Subsidiary Entities (together with the Operating Partnership, the
"Partnerships") that is a corporation or other entity has a valid legal
existence.
3. Each Partner has full power, authority, and legal right to enter into and
to perform the terms of the Operating Partnership Agreement and the governing
documents of the Subsidiary Entities (together with the Operating Partnership
Agreement, the "Partnership Agreements"), and the transactions contemplated
thereby.
4. Each Partnership operates in accordance with the governing law of the
state in which it was formed and the Partnership Agreement pursuant to which it
was formed.
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Storage USA, Inc.
June 14, 2000
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5. Each Partnership Agreement has remained in substantially the same form as
it was upon the most recent amendment and restatement thereof, and has not been
amended in any material respect (except upon the substitution of partners in
accordance with the terms of such Partnership Agreement).
6. During its taxable year ending December 31, 2000, and subsequent taxable
years, the Company has operated and will continue to operate in such a manner
that makes and will continue to make the representations contained in a
certificate, dated June 12, 2000 and executed by a duly appointed officer of the
Company (the "Officer's Certificate"), true for such years.
7. The Company will not make any amendments to its organizational documents
or the organizational documents of Storage USA Trust, a wholly-owned subsidiary
of the Company (the "Trust"), SUSA Finance Corp., a wholly-owned subsidiary of
the Company ("Finance"), the Operating Partnership, the Subsidiary Entities,
Management, or Franchise after the date of this opinion that would affect its
qualification as a real estate investment trust ("REIT") for any taxable year.
8. No action will be taken by the Company, the Trust, Finance, the Operating
Partnership, the Subsidiary Entities, the Partners, Management, or Franchise
after the date hereof that would have the effect of altering the facts upon
which the opinions set forth below are based.
In connection with the opinions rendered below, we also have relied upon the
correctness of the representations contained in the Officer's Certificate.
Based on the factual matters in the documents and assumptions set forth above,
the representations set forth in the Officer's Certificate, the discussions in
the Prospectus under the caption "Federal Income Tax Consequences of Storage
USA's Status as a REIT" (which are incorporated herein by reference), and
without further investigation as to such factual matters, we are of the opinion
that:
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Storage USA, Inc.
June 14, 2000
Page 4
(a) the Company qualified to be taxed as a REIT pursuant to sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for
its taxable years ended December 31, 1995 through December 31, 1999, and the
Company's organization and current and proposed method of operation will
enable it to continue to qualify as a REIT for its taxable year ending
December 31, 2000, and in the future; and
(b) the descriptions of the law contained in the Prospectus under the caption
"Federal Income Tax Consequences of Storage USA's Status as a REIT" are
correct in all material respects, and the discussions thereunder fairly
summarize the federal income tax considerations that are likely to be material
to a holder of the Redemption Shares.
We have performed no due diligence and have made no efforts to verify the
accuracy and genuineness of the documents and assumptions set forth above, or
the representations set forth in the Officer's Certificate. We will not review
on a continuing basis the Company's compliance with the documents or assumptions
set forth above, or the representations set forth in the Officer's Certificate.
Accordingly, no assurance can be given that the actual results of the Company's
operations for its 2000 and subsequent taxable years will satisfy the
requirements for qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the Code and the
Treasury regulations thereunder (the "Regulations"), published administrative
interpretations thereof, and published court decisions. The Internal Revenue
Service has not issued Regulations or administrative interpretations with
respect to various provisions of the Code relating to REIT qualification. No
assurance can be given that the law will not change in a way that will prevent
the Company from qualifying as a REIT.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder by
the SEC.
The foregoing opinions are limited to the U.S. federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any other
country, or any state or locality. We undertake no obligation to update the
opinions expressed herein after the date
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Storage USA, Inc.
June 14, 2000
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of this letter. This opinion letter is solely for the information and use of the
addressee and the holders of Redemption Shares, and it may not be distributed,
relied upon for any purpose by any other person, quoted in whole or in part or
otherwise reproduced in any document, or filed with any governmental agency
without our express written consent.
Very truly yours,
/s/ Hunton & Williams
