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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
OCTOBER 8, 1996
Date of Report
(Date of earliest event reported)
COLUMBUS REALTY TRUST
(Exact name of registrant as specified in its charter)
TEXAS 001-12684 75-2509086
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
15851 DALLAS PARKWAY, SUITE 855
DALLAS, TEXAS
(Address of principal executive offices)
75248-5421
(Zip Code)
(214) 387-1492
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Columbus Realty Trust (the "Company") is filing this Current Report on Form
8-K for purposes of incorporating by reference the exhibits attached hereto into
Part II of the Company's Registration Statement on Form S-3 (Registration No.
333-09775).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
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Not applicable.
(b) Pro forma financial information.
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Not applicable.
(c) Exhibits.
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5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the validity
of the securities being registered.
8.1 Opinion of Winstead Sechrest & Minick P.C. regarding certain tax
matters.
23.1 Consent of Winstead Sechrest & Minick P.C. (included as part of
Exhibits 5.1 and 8.1)
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 8, 1996 COLUMBUS REALTY TRUST
By:/s/ Robert L. Shaw
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Name: Robert L. Shaw
Title: Chief Executive Officer and
Trust Manager
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EXHIBIT 5.1
[LETTERHEAD OF WINSTEAD SECHREST & MINICK APPEARS HERE]
(214) 745-5431
October 8, 1996
Columbus Realty Trust
Attn: Mr. Will Cureton
15851 Dallas Parkway, Suite 855
Dallas, Texas 75248
Re: Columbus Realty Trust
Gentlemen:
We have acted as counsel for Columbus Realty Trust, a Texas real estate
investment trust (the "Company"), in connection with the offer and sale by the
Company of up to 1,500,000 common shares (the "Shares") of beneficial interest,
par value $0.01 per share (the "Common Shares"), of the Company pursuant to the
Company's Registration Statement on Form S-3 (Registration No. 333-09775) filed
with the Securities and Exchange Commission on August 8, 1996 (the "Registration
Statement"). Capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Registration Statement.
We have examined originals, or copies identified to our satisfaction as
being true copies, of (a) the Company's Amended and Restated Declaration of
Trust, (b) the Company's Bylaws, as currently in effect, (c) minutes of meetings
or unanimous consents in lieu of meetings of the Company's board of trust
managers and shareholders, and (d) such other records and documents of the
Company, certificates of Company and public officials and statutes as we have
deemed necessary for the purpose of this opinion.
Based upon such examination and in reliance thereon, we are of the opinion
that the Shares have been duly and validly authorized by the Company and will,
upon issuance in accordance with the terms contemplated in the Registration
Statement, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Company's Current Report on Form 8-K and the incorporation thereof in the
Registration Statement and to the references to this Firm in the Registration
Statement and the Prospectus included therein.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By:/s/ Michelle P. Goolsby
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Michelle P. Goolsby
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EXHIBIT 8.1
[LETTERHEAD OF WINSTEAD SECHREST & MINICK APPEARS HERE]
October 9, 1996
Columbus Realty Trust
15851 Dallas Parkway
Dallas, Texas 75248
Ladies and Gentlemen:
We have acted as counsel to Columbus Realty Trust (the "Company") in
connection with the Registration Statement on Form S-3 (No. 333-09775) filed
with the Securities and Exchange Commission on August 8, 1996, as amended (the
"Registration Statement"). This opinion relates to the Company's qualification
for federal income tax purposes as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986, as amended (the "Code"), for taxable years
beginning with the taxable year ending December 31, 1993 and to the accuracy of
the "FEDERAL INCOME TAX CONSIDERATIONS" section of the Registration Statement.
For the purpose of rendering our opinion, we have examined and are
relying upon the truth and accuracy, at all relevant times, of the statements
and representations contained in the following documents:
1. The Amended and Restated Declaration of Trust of the Company and
the Certificate of Incorporation of Columbus Management Services, Inc. ("CMS").
2. The Amended and Restated Bylaws of the Company and the Bylaws
of CMS.
3. The Registration Statement.
4. Representations made to us by the Company and by Messrs. Will
Cureton and Robert Shaw, officers of the Company in certificates (the
"Certificates") dated of even date herewith and delivered to us in connection
with the Registration Statement or this letter.
In connection with rendering this opinion, we have assumed to be true
and are relying upon, without any independent investigation or review thereof,
the following:
1. The authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies,
and authenticity of the originals of such documents.
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Columbus Realty Trust
October 9, 1996
Page 2
2. The genuineness of all signatures, the due authorization,
execution and delivery of all documents by all parties thereto and the due
authority of all persons executing such documents.
3. The Company filed a proper election to be taxed as a REIT with its
timely filed federal income tax return for the taxable year ending December 31,
1993.
Based on our examination of the foregoing items, subject to the
assumptions, limitations and qualifications set forth herein, and subject to the
discussion of the federal income tax considerations that relate to the tax
treatment of the Company and its shareholders set forth in the "FEDERAL INCOME
TAX CONSIDERATIONS" section of the Registration Statement, we are of the opinion
that (i) if the Company is operated as described in the prospectus included in
the Registration Statement and in the Certificates, the Company will be able to
qualify as a REIT under the Code beginning with its taxable year ending December
31, 1993 and for subsequent years, provided that after the date hereof, the
Company continues to be organized and operated as described in the Registration
Statement and the Certificates and therefore continues to satisfy the income
tests, asset tests, and distribution, shareholder, record keeping and other
applicable REIT requirements under the Code as summarized in the Registration
Statement, and (ii) the information in the prospectus included in the
Registration Statement under the caption "FEDERAL INCOME TAX CONSIDERATIONS," to
the extent it constitutes matters of law or legal conclusions, is correct in all
material respects.
In addition to the matters set forth above, this opinion is subject to
the following exceptions, limitations and qualifications:
1. Our opinion expressed herein is based upon our interpretation of
the existing provisions of the Code and existing judicial decisions,
administrative regulations and published revenue rulings (not including private
letter rulings) and revenues procedures. Our opinion is not binding upon the
Internal Revenue Service or courts and there is no assurance that the Internal
Revenue Service will not challenge the conclusions set forth herein. No
assurance can be given that future legislative, judicial or administrative
changes, on either a prospective or retroactive basis, would not adversely
affect the accuracy of the conclusions stated herein. We undertake no
obligation to advise you of changes in law which may occur after the date
hereof.
2. Our opinion is limited to the United States federal income tax
matters addressed herein, and no other opinions are rendered with respect to any
other matter not specifically set forth in the foregoing opinion.
In the event any one of the statements, representations, or
assumptions we have relied upon to issue this opinion is incorrect in a material
respect, our opinion might be adversely affected and may not be relied upon.
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Columbus Realty Trust
October 9, 1996
Page 3
We hereby consent to the reference to us under the caption "FEDERAL
INCOME TAX CONSIDERATIONS" in the Registration Statement, and to the filing of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By:/s/ Thomas R. Helfand
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Thomas R. Helfand
TRH:tcb
