Exhibit 8.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
December 20, 2000
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Re: Certain Federal Income Tax Matters
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Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Gables
Residential Trust, a Maryland real estate investment trust (the "Company"), in
connection with the registration on Form S-3 (the "Registration Statement")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of
469,738 common shares of beneficial interest, par value $.01 per share (the
"Redemption Shares"), of the Company. The Redemption Shares may be issued by the
Company if and to the extent that certain holders of units of limited
partnership ("Units") in Gables Realty Limited Partnership (the "Operating
Partnership") tender such Units to the Operating Partnership for redemption and
the Company exercises its contractual right to acquire such tendered Units for
Redemption Shares.
In rendering the following opinion, we have examined the Amended and
Restated Declaration of Trust and Second Amended and Restated Bylaws of the
Company, and such other records, certificates and documents as we have deemed
necessary or appropriate for purposes of rendering the opinion set forth herein.
We have reviewed the Registration Statement and the descriptions set forth
therein of the Company and its investments and activities. We have relied upon
the factual representations of the Company and its affiliates and certain
officers thereof (including, without limitation, factual representations
contained in a representation letter dated as of this date) regarding the manner
in which the Company has been and will continue to be owned and operated. We
have neither independently investigated nor verified such representations, and
we assume that such representations are true, correct and complete, that all
representations made "to the best of the knowledge and belief" of any person(s)
or party(ies) or with similar qualification are and will be true, correct and
complete as if made without such qualification, and that the Company and its
affiliates will operate in accordance with their stated intentions. We assume
that the Company has been and will be operated in accordance with applicable
laws and the terms and conditions of applicable documents and that the
descriptions of the Company and its investments and the proposed investments,
activities, operations and governance of the Company set forth in the
Registration Statement and all prior registration statements filed with the
Securities and Exchange Commission continue to be true. In addition, we have
relied on certain additional facts and assumptions described below. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Registration Statement.
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In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts,
(v) the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us, and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. We also
have assumed, without investigation, that all documents, certificates,
warranties and covenants on which we have relied in rendering the opinion set
forth below and that were given or dated earlier than the date of this letter
continue to remain accurate, insofar as relevant to the opinion set forth
herein, from such earlier date through and including the date of this letter.
The discussion and conclusions set forth below are based upon the Code, the
Income Tax Regulations and Procedure and Administration Regulations promulgated
thereunder and existing administrative and judicial interpretations thereof, all
of which are subject to change. No assurance can therefore be given that the
federal income tax consequences described below will not be altered in the
future.
Based upon and subject to the foregoing and the assumptions, qualifications
and factual matters set forth in the Registration Statement, and provided that
the Company continues to meet the applicable asset composition, source of
income, shareholder diversification, distribution and other requirements of the
Code necessary for a corporation to qualify as a REIT, we:
1. Are of the opinion that commencing with the Company's first taxable
year ended December 31, 1994, the Company has been organized in
conformity with the requirements for qualification as a REIT under the
Code, and the Company's method of operation, as described in the
representations referred to above, will enable it to continue to meet
the requirements for qualification and taxation as a REIT under the
Code; and
2. Hereby confirm the opinions of Goodwin, Procter & Hoar LLP set forth
in the prospectus contained in the Registration Statement under the
heading "Federal Income Tax Considerations and Consequences of Your
Investment."
We express no opinion with respect to the transactions described in the
Registration Statement other than that expressly set forth herein. You should
recognize that our opinion is not binding on the Internal Revenue Service
("IRS") and that the IRS may disagree with the opinion contained herein.
Although we believe that our opinion will be sustained if challenged, there can
be no assurance that this will be the case. Except as specifically discussed
above, the opinion expressed herein is based upon the law as it currently
exists. Consequently, future changes in the law may cause the federal income tax
treatment of the transactions described herein to be materially and adversely
different from that described above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Federal Income Tax Considerations and Consequences of Your Investment" in the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
