<PAGE> 1
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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
Date of Report (Date of earliest event reported): FEBRUARY 20, 1998
(FEBRUARY 10, 1998)
------------------------------
JDN REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 1-12844 58-1468053
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3340 PEACHTREE ROAD, N.E.
SUITE 1530
ATLANTA, GEORGIA 30326
(Address of Principal Executive Offices) (Zip Code)
(404) 262-3252
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name)
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<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 10, 1998, the Company entered into a terms
agreement with SunTrust Equitable Securities Corporation (the "Underwriter")
relating to the sale by the Company to the Underwriter of 1,035,000 shares of
the Company's common stock, $.01 par value per share (the "Common Stock"),
including 135,000 shares subject to an underwriter's over-allotment option, at a
price of $32.25 per share. This offering closed on February 17, 1998. The
related Underwriting Agreement, dated July 30, 1997, was filed as an exhibit to
the Company's Current Report on Form 8-K filed on August 1, 1997. A registration
statement relating to these securities has been filed with the Securities and
Exchange Commission and was declared effective on October 30, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 Terms Agreement dated February 10, 1998 by and between the
Company and SunTrust Equitable Securities Corporation and
related Underwriting Agreement (Underwriting Agreement filed
as Exhibit 1.1 to the Company's Current Report on Form 8-K
filed on August 1, 1997)
5 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
8 Tax Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
23 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibits 5 and 8)
</TABLE>
<PAGE> 3
SIGNATURES
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.
JDN REALTY CORPORATION
By: /s/ William J. Kerley
----------------------------------
William J. Kerley
Chief Financial Officer
Date: February 17, 1998
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 Terms Agreement dated February 10, 1998 by and between the
Company and SunTrust Equitable Securities Corporation and
related Underwriting Agreement (Underwriting Agreement filed
as Exhibit 1.1 to the Company's Current Report on Form 8-K
filed on August 1, 1997)
5 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
8 Tax Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
23 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibits 5 and 8)
</TABLE>
<PAGE> 1
EXHBIT 1
JDN REALTY CORPORATION
(a Maryland corporation)
900,000 Shares of Common Stock (Par Value $.01 Per Share)
TERMS AGREEMENT
February 10, 1998
To: JDN Realty Corporation
3340 Peachtree Road, N.E.
Suite 1530
Atlanta, Georgia 30326
Ladies and Gentlemen:
Reference is made to the JDN Realty Corporation (a Maryland
corporation), Common Stock, Common Stock Warrants, Preferred Stock and Debt
Securities, Underwriting Agreement, dated July 30, 1997 (the "Underwriting
Agreement"), a copy of which is attached hereto as Annex A. This Agreement is
the Terms Agreement referred to in the Underwriting Agreement. SunTrust
Equitable Securities Corporation (the "Underwriter") offers to purchase, on and
subject to the terms and conditions set forth herein or incorporated by
reference herein to the Underwriting Agreement, from JDN Realty Corporation, a
Maryland corporation (the "Company"), the following securities of the Company
(the "Underwritten Securities") on the following terms:
<TABLE>
<S> <C>
TITLE OF UNDERWRITTEN SECURITIES: Common Stock, par value $.01 per share.
NUMBER OF INITIAL UNDERWRITTEN
SECURITIES TO BE ISSUED: 900,000 shares.
PUBLIC OFFERING PRICE: $33.25 per share.
PURCHASE PRICE: $32.25 per share.
NUMBER OF OPTION UNDERWRITTEN
SECURITIES, IF ANY, THAT MAY BE
PURCHASED BY THE UNDERWRITER: 135,000 shares.
DELAYED DELIVERY CONTRACTS: Not authorized.
ADDITIONAL CO-MANAGERS, IF ANY: None.
</TABLE>
<PAGE> 2
OTHER TERMS (LOCK-UP): In accordance with Section 3(k) of the Underwriting
Agreement, without the written consent of the
Underwriter (which consent shall not be unreasonably
withheld), the Company shall be restricted from
selling shares of Common Stock, as set forth in said
Section 3(k), for a period of 30 days from the date
hereof, and the executive officers and directors of
the Company will likewise be so restricted.
Notwithstanding the foregoing, during such period and
without obtaining the Underwriter's consent, (a) the
Company may issue, sell, offer to sell, grant any
option for the sale of or otherwise dispose of shares
of Common Stock in connection with (i) the Company's
Dividend Reinvestment and Stock Purchase Plan, (ii)
the Company's Employee Stock Purchase Plan, (iii) the
Company's 1993 Incentive Stock Plan, (iv) the
Company's Non-Employee Director Stock Option Plan,
and (v) issuances, sales and deliveries to any
underwriter for re-sale to one or more unit
investment trusts, and (b) the executive officers and
directors of the Company may make gifts or charitable
contributions of the Company's Common Stock if the
recipient of such gift or charitable contribution
agrees to be bound by the foregoing restrictions.
CLOSING DATE AND LOCATION: February 17, 1998, 10:00 a.m., New York City time,
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New
York, New York 10038-4982.
All the provisions contained in the Underwriting Agreement are hereby
incorporated by reference in their entirety herein and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. The Underwriter is deemed to have been an original
signatory to the Underwriting Agreement such that the terms and conditions of
the Underwriting Agreement shall inure to the benefit of and be legally binding
on and enforceable by each of the parties hereto.
In addition, the Underwriting Agreement is hereby amended as follows:
(i) by deleting the reference to "$400 million" in the first sentence of the
first paragraph thereof and by inserting "$600 million" in lieu thereof; (ii) by
deleting the reference to "(No. 333-22399)" in the first sentence of the eighth
paragraph thereof and by inserting "(No. 333-38611)" in lieu thereof; (iii) by
deleting every reference to "Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated" and "Merrill Lynch" and by inserting "SunTrust Equitable
Securities Corporation" in lieu thereof; (iv) by deleting the reference in the
first sentence of the first paragraph of Section 2(c) to "Hogan & Hartson
L.L.P., Columbia Square, 555 Thirteenth Street, N.W., Washington,
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<PAGE> 3
DC 20004" and by inserting "Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New
York, New York 10038" in lieu thereof; (v) by deleting every reference to "Hogan
& Hartson L.L.P." and by inserting "Stroock & Stroock & Lavan LLP" in lieu
thereof; (vi) by deleting the references to "signed" in the third and sixth
lines of Paragraph (c) of Section 3 and by inserting "conformed" in lieu
thereof; (vii) by deleting the reference in Section 5(c) to "the District of
Columbia" and by inserting "the State of New York" in lieu thereof; and (viii)
by deleting the words in the second sentence of Section 11 "Merrill Lynch at
World Financial Center, North Tower, New York, New York 10281-1201 attention of:
Tjarda Clagett, Director, with a copy to Hogan & Hartson L.L.P., Columbia
Square, 555 Thirteenth Street, N.W., Washington, DC 20004-1109, Attention: J.
Warren Gorrell, Jr." and by inserting the words "SunTrust Equitable Securities
Corporation, 800 Nashville City Center, Nashville, Tennessee 37219-1743,
Attention: John C. Burch, Jr., Managing Director, with a copy to Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038-4982, Attention:
James R. Tanenbaum" in lieu thereof.
Section 1 of the Underwriting Agreement is hereby amended as follows:
(i) by deleting Paragraph (4) ("Financial Statements") in its
entirety and inserting in lieu thereof the following:
"(4) Financial Statements. The consolidated financial
statements of the Company included in the Registration
Statement and the Prospectus, together with the related
schedules and notes, as well as those financial statements,
schedules and notes of any other entity included in the
Registration Statement and the Prospectus, present fairly the
consolidated financial position of the Company and its
subsidiaries, or such other entity, as the case may be, at the
dates indicated and the consolidated statements of operations,
shareholders' equity and cash flows of the Company and its
subsidiaries, or such other entity, as the case may be, for
the periods specified; the combined statements of revenue and
certain expenses of certain properties acquired or to be
acquired by the Company included in the Registration Statement
and the Prospectus, together with the related notes, present
fairly the combined revenues and expenses of such properties
at the dates indicated; such financial statements have been
prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout
the periods involved; the supporting schedules, if any,
included in the Registration Statement and the Prospectus,
when considered in relation to the basic financial statements
taken as a whole, present fairly in accordance with GAAP the
information required to be stated therein; any selected
financial data and the summary financial information included
in the Registration Statement and the Prospectus present
fairly the information shown therein and have been compiled on
a basis consistent with that of the audited financial
statements included in the Registration Statement and the
Prospectus; and any pro forma consolidated financial
-3-
<PAGE> 4
statements of the Company and its subsidiaries and the related
notes thereto included in the Registration Statement and the
Prospectus present fairly the information shown therein, have
been prepared in accordance with the Commission's rules and
guidelines with respect to pro forma financial statements,
with the exception of adjustment (6) in footnote 14 to the
Company's financial statements for the year ending and as of
December 31, 1994 included in the Company's Form 10-K for the
year ending December 31, 1996, and have been properly compiled
on the bases described therein, and the assumptions used in
the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the
transactions and circumstances referred to therein.";
(ii) by deleting Paragraph (7) ("Good Standing of
Subsidiaries") in its entirety and inserting in lieu thereof the
following:
"(7) Good Standing of Significant Subsidiaries. Each
significant subsidiary (as such term is defined in Rule 1-02
of Regulation S-X promulgated under the 1933 Act), if any, and
JDN Development Company, Inc. (each, a "Significant
Subsidiary") has been duly organized and is validly existing
in good standing under the laws of the jurisdiction of its
formation, has the requisite power and authority to own, lease
and operate its properties and conduct its business as
described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify or be in good standing would not result in a Material
Adverse Effect; except as stated in the Prospectus, all of the
issued and outstanding equity securities of each Significant
Subsidiary have been duly authorized and are validly issued,
fully paid and non-assessable and are owned by the Company,
directly or through subsidiaries (except in the case of JDN
Development Company, Inc. the outstanding voting stock of
which is owned 99% by J. Donald Nichols and 1% by the Company,
and the outstanding non-voting stock of which is owned 100% by
the Company), free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; and none
of the outstanding shares of capital stock of any Significant
Subsidiary was issued in violation of preemptive or other
similar rights of any securityholder of such Significant
Subsidiary.";
(iii) by deleting the last four lines of Paragraph (23)
("Absence of Further Requirements") and inserting in lieu thereof the
following:
"except for the registration of the Underwritten
Securities under the 1933 Act or under state securities laws,
compliance with the listing
-4-
<PAGE> 5
requirements of the New York Stock Exchange, or approval of
the National Association of Securities Dealers, Inc., if
applicable, all of which have been or will be effected in
accordance with this Agreement.";
(iv) by deleting the second sentence of Paragraph (26)
("Title to Property") in its entirety;
(v) by deleting the third sentence of Paragraph (27)
("Leases") in its entirety and inserting in lieu thereof the following:
"Except as disclosed or incorporated by reference in
the Prospectus and except as would not have a Material Adverse
Effect, the Company has no knowledge that any tenant which is
responsible for aggregate annualized base rent in excess of
$1,200,000 under all of its leases at the Properties is not
financially capable of performing its obligations thereunder."
(vi) by deleting in the 31st line of Paragraph (30)
("Environmental Laws") the word "and" after the comma and before the
parenthetical "(4)," and by adding in the 34th line after the comma and
before the word "the" the following:
"and (5) a corrective action plan required by the
State of Georgia (relating to soil and ground water affected
by an underground storage tank release) of the owner of the
Golden Gallon site near the Company's Lafayette, Georgia
property,".
The Company represents and warrants to the Underwriter that the
representations and warranties of the Company set forth in Section 1 of the
Underwriting Agreement, as modified in the preceding paragraph, are accurate as
though expressly made at and as of the date hereof.
The parties acknowledge that the information set forth in the last
paragraph on the front cover page and in the third paragraph under the caption
"Underwriting" in the Prospectus Supplement dated February 10, 1998 constitutes
the only information furnished by the Underwriters to the Company for inclusion
in the Registration Statement, any preliminary prospectus, and the Prospectus.
Terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Underwriting Agreement.
-5-
<PAGE> 6
Please accept this offer no later than 5:00 p.m., New York City time,
on February 10, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
SUNTRUST EQUITABLE SECURITIES CORPORATION
By: /s/ John C. Burch, Jr.
--------------------------------
Name: John C. Burch, Jr.
Title: Managing Director
Accepted:
JDN REALTY CORPORATION
By: /s/ William J. Kerley
--------------------------------
Name: William J. Kerley
Title: Chief Financial Officer
-6-
<PAGE> 1
EXHBIT 5
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
(615) 244-6380
FACSIMILE 809 SOUTH MAIN STREET
(615) 244-6804 P. O. BOX 1035
COLUMBIA, TN 38402-1035
(615) 388-6031
February 17, 1998
JDN Realty Corporation
3340 Peachtree Road, N.E.
Suite 1530
Atlanta, Georgia 30326
Re: JDN REALTY CORPORATION - PROSPECTUS SUPPLEMENT
(TO THE PROSPECTUS DATED OCTOBER 30, 1997)
Ladies and Gentlemen:
We are acting as your counsel in connection with the issue and sale of
1,035,000 shares of common stock, $.01 par value (the "Shares"), by JDN Realty
Corporation, a Maryland corporation (the "Company"), to SunTrust Equitable
Securities Corporation (the "Underwriter"), pursuant to a Registration Statement
on Form S-3 (Registration No. 333-38611) (the "Registration Statement"),
including the Prospectus dated October 30, 1997 contained therein (the
"Prospectus") as supplemented by the Prospectus Supplement dated February 10,
1998 (the "Prospectus Supplement"), a Terms Agreement between the Company and
the Underwriter dated February 10, 1998 and the related Underwriting Agreement,
dated July 30, 1997 (collectively, the "Underwriting Agreement").
As such counsel and in connection with the foregoing, we have examined
and relied upon such records, documents and other instruments as in our judgment
are necessary or appropriate in order to express the opinion hereinafter set
forth, and have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based upon and subject to the foregoing and such other matters as we have
deemed relevant, we are of the opinion that the Shares have been duly authorized
by all necessary corporate action and, when delivered and issued upon payment
therefor in the manner and on the terms described in the Registration Statement,
the Prospectus, the Prospectus Supplement and the Underwriting Agreement, will
be validly issued, fully paid and non-assessable.
<PAGE> 2
JDN Realty Corporation
February 17, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the reference to us under
the caption "Legal Matters" in the Prospectus and the Prospectus Supplement.
Very truly yours,
/s/ WALLER LANSDEN DORTCH & DAVIS,
A Professional Limited Liability Company
<PAGE> 1
EXHIBIT 8
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
(615) 244-6380
FACSIMILE 809 SOUTH MAIN STREET
(615) 244-6804 P. O. BOX 1035
COLUMBIA, TN 38402-1035
(615) 388-6031
February 17, 1998
JDN Realty Corporation
3340 Peachtree Road, N.E.
Suite 1530
Atlanta, Georgia 30326
RE: JDN REALTY CORPORATION - PROSPECTUS SUPPLEMENT
DATED FEBRUARY 10, 1998 (TO THE PROSPECTUS DATED
OCTOBER 30, 1997)
Ladies and Gentlemen:
We have acted as special tax counsel to JDN Realty Corporation, a
Maryland corporation (the "Company"), in connection with the public offering of
1,035,000 shares of common stock of the Company (the "Shares"), as more fully
described in the Company's Prospectus Supplement dated February 10, 1998 (to the
Prospectus dated October 30, 1997), included in the Registration Statement on
Form S-3 (File No. 333-38611) (the "Registration Statement"). In connection with
the public offering of the Shares, you have requested our opinion that the
Company qualified as a real estate investment trust ("REIT") under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code") for
its taxable years ended December 31, 1994, December 31, 1995, December 31, 1996
and December 31, 1997 and that its current method of organization and operation
will enable it to continue to qualify as a REIT. All capitalized terms in this
opinion which are defined in the Registration Statement or the Prospectus
Supplement shall have the same respective meanings as set forth in the
Registration Statement or the Prospectus Supplement pertaining to the offering
of the Shares.
In rendering our opinion, we have examined and relied upon the
following documents and other materials:
1. Schedules prepared or delivered by officials of the Company setting
forth:
(a) REIT taxable and gross income for the short taxable year
ended December 31, 1994 and for fiscal years ended December 31, 1995,
1996 and 1997, together with a schedule of actual dividends distributed
and projected dividends to be distributed in accordance with Code
Section 858 and compliance with the distribution requirements of Code
Section 857(a);
<PAGE> 2
SunTrust Equitable Securities Corporation
February 17, 1998
Page 2
(b) Compliance with the applicable REIT ratios or tests for
the fiscal years ended December 31, 1994, 1995, 1996 and 1997 and
projected compliance with such tests for the fiscal year ending
December 31, 1998, including:
Income tests:
(1) 95% gross income test for the year;
(2) 75% gross income test for the year; and
(3) 30% gross income test for each year through the
fiscal year ending December 31, 1997; and
Asset tests:
(1) 75% asset test at the end of each quarter through
December 31, 1997;
(2) 25% asset test at the end of each quarter through
December 31, 1997;
(3) 10% asset test at the end of each quarter through
December 31, 1997; and
(4) 5% asset test at the end of each quarter through
December 31, 1997.
2. The Company's certificate, dated as of February 17, 1998.
In addition, we have examined such additional records, documents,
certificates and other instruments and made such investigations of fact and law
as in our judgment are necessary or appropriate to enable us to render the
opinion expressed below.
In rendering our opinion, we have relied upon the following
representations of the Company. To the extent that the representations of the
Company are with respect to matters set forth in the Code or Treasury
Regulations, we have discussed with the Company's officers the relevant
provisions of the Code, the applicable Treasury Regulations and published
administrative interpretations thereof.
1. The common stock of the Company has been since the completion of the
initial public offering, and will continue to be beneficially owned by over 100
persons, as defined for purposes of Section 856(a)(5) of the Code; and five or
fewer persons have not owned, directly or indirectly under the rules of Section
544 as modified by Section 856(h) of the Code, at any time since the completion
of the initial public offering, over 50% in value of the stock of the Company;
and no person will own, directly or indirectly, over 8% in number of shares or
value of the outstanding stock of the Company; provided, however, that "Excluded
Holders" may hold up to the "Excluded Holder Ownership Limit," as such terms are
defined in the Company's Charter.
2. The Company has at all times and will continue to comply with any
and all procedural requirements for REIT status set forth in Sections 856
through 860 of the Code and the
<PAGE> 3
SunTrust Equitable Securities Corporation
February 17, 1998
Page 3
regulations thereunder.
3. Additional properties acquired will constitute "real estate assets"
and any other investments made by the REIT will be made in a manner to satisfy
the asset tests of Section 856(c) of the Code.
4. The income from existing and additional leases entered into or
acquired and the income from other investments will not cause the Company to
fail to satisfy the income tests of Section 856(c) of the Code.
5. The Company will actually operate in accordance with its past and
proposed method of operation as described in its filings with the Securities and
Exchange Commission under the Securities Act of 1933 and the Securities Exchange
Act of 1934.
6. The Company had no undistributed "C" corporation earnings and
profits at December 31, 1994, December 31, 1995, December 31, 1996 or December
31, 1997.
7. The representations contained in the Company's certificate, dated as
of February 17, 1998, are accurate.
8. All partnerships in which the Company may have an ownership interest
will own only "real estate assets" and cash reserves. All activities of those
partnerships will consist of activities permitted to be undertaken by a REIT and
income, other than interest income on cash reserves, shall be "rents from real
property."
9. Each corporation in which the Company has acquired or acquires an
equity interest shall either be a "Qualified REIT Subsidiary" under Section
856(i) of the Code or the Company will not own over ten percent (10%) of the
outstanding voting securities of such corporation or other issuer and the
securities owned of any issuer other than a Qualified REIT Subsidiary will not
be greater in value than five percent (5%) of the value of the total assets of
the Company.
On the basis of and in reliance on the foregoing, we wish to advise you
that under current law, including relevant statutes, regulations and judicial
and administrative precedent (which law is subject to change on a retroactive
basis), in our opinion:
<PAGE> 4
SunTrust Equitable Securities Corporation
February 17, 1998
Page 4
(a) the Company was organized and has operated in conformity
with the requirements for qualification and taxation as a REIT under
the Code for its taxable years ended December 31, 1994, December 31,
1995, December 31, 1996 and December 31, 1997 and the Company's current
organization and method of operation will enable it to continue to meet
the requirements for qualification and taxation as a REIT under the
Code; and
(b) the discussion in the Company's Form 8-K dated January 26,
1998, incorporated into the Prospectus under the heading "Federal
Income Tax and ERISA Considerations" and the discussion in the
Prospectus Supplement under the heading "Certain Federal Income Tax
Considerations" are correct in all material respects and fairly
summarize the federal income tax considerations that are likely to be
material to a holder of the Shares.
The Company's qualification and taxation as a REIT depend upon the
Company's ability to meet on a continuing basis, through actual annual operating
and other results, the various requirements under the Code and described in or
incorporated by reference into the Registration Statement with regard to, among
other things, the sources of its gross income, the composition of its assets,
the level of its distributions to shareholders, and the diversity of its stock
ownership. Waller Lansden Dortch & Davis, A Professional Limited Liability
Company will not review the Company's compliance with these requirements on a
continuing basis. Accordingly, no assurance can be given that the actual results
of operations of the Company and its subsidiaries, the sources of their income,
the nature of their assets, the level of the Company's distributions to
shareholders and the diversity of its stock ownership for any given taxable year
will satisfy the requirements under the Code for qualification and taxation as a
REIT.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus and the Prospectus Supplement and
under the caption "Certain Federal Income Tax Considerations" in the Prospectus
Supplement.
Very truly yours,
/s/ WALLER LANSDEN DORTCH & DAVIS
A Professional Limited Liability Company
