<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): MARCH 2, 1998
(FEBRUARY 18, 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)
359 EAST PACES FERRY ROAD
SUITE 400
ATLANTA, GEORGIA 30305
(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 18, 1998, the Company entered into a terms agreement with A.G.
Edwards & Sons, Inc. (the "Underwriter") relating to the sale by the Company to
the Underwriter of 598,131 shares of the Company's common stock, $.01 par value
per share (the "Common Stock"), at a price of $31.7675 per share. 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. This offering
closed on February 23, 1998. The Underwriter purchased the Common Stock for
resale to the sponsor of a newly formed unit investment trust (the "Trust") at
an aggregate purchase price of $19,201,142, resulting in an aggregate
underwriting discount of $200,015, for deposit into the Trust in exchange for
units of the Trust. The initial public offering price for the units of the Trust
was based on the net asset value of securities in the Trust; for purposes of
this calculation, the value of the Common Stock was $33.4375, the last reported
sale price of the Common Stock on the New York Stock Exchange on February 18,
1998.
A registration statement relating to the Common Stock 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 18, 1998 by and between the Company
and A.G. Edwards & Sons, Inc. 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 and incorporated herein by
reference)
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 27, 1998
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 Terms Agreement dated February 18, 1998 by and between the Company
and A.G. Edwards & Sons, Inc. 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 and incorporated herein by
reference)
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
EXHIBIT 1
JDN REALTY CORPORATION
(A MARYLAND CORPORATION)
598,131 Shares of Common Stock (Par Value $.01 Per Share)
TERMS AGREEMENT
February 18, 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. A.G. Edwards &
Sons, Inc. (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: 598,131 shares.
Public offering price: $32.1019 per share.
Purchase price: $31.7675 per share.
Number of Option Underwritten Securities, if any, that may be
purchased by the Underwriter: None.
Delayed Delivery Contracts: Not authorized.
Additional co-managers, if any: None.
Other Terms (Lock Up): None.
Closing date and location: February 23, 1998, 8:30 a.m., Chicago time, Chapman and
Cutler, 111 W. Monroe Street, Chicago, Illinois 60603.
</TABLE>
<PAGE> 2
Closing date and location: February 23, 1998, 8:30 a.m.,
Chicago time, Chapman and
Cutler, III W. Monroe Street,
Chicago, Illinois 60603.
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 the phrase, "prior to the execution of this Underwriting Agreement" in
the 19th line of the eighth paragraph thereof and by inserting "as of the date
of such Registration Statement or Prospectus, as the case may be, and all
references to the "Prospectus" shall be deemed to include all documents
incorporated by reference therein prior to the termination of the offering of
the Underwritten Securities by the Underwriter" in lieu thereof; (iv) by
deleting every reference to "Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated" and "Merrill Lynch" and by inserting "A.G. Edwards & Sons,
Inc." in lieu thereof; (v) 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, D.C. 20004" and by inserting "Chapman
and Cutler, 111 W. Monroe Street, Chicago, Illinois 60603" in lieu thereof; (vi)
by deleting every reference to "Hogan & Hartson L.L.P." and by inserting
"Chapman and Cutler" in lieu thereof; (vii) 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; (viii) by deleting Section 5(c) in its
entirety and inserting in lieu thereof the following: "At the Closing Time, the
Underwriter shall have received from Chapman and Cutler, counsel for the
Underwriter, such opinion or opinions, dated the Closing Time with respect to
the incorporation of the Company, the validity of the Underwritten Securities,
the Registration Statement, the Prospectus and other related matters as the
Underwriter may reasonably require."; and (ix) 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: Tjarda Clagett, Director, with a
copy to Hogan & Hartson L.L.P., Columbia Square, 555 Thirteenth Street, N.W.,
Washington, D.C. 20004-1109, Attention: J. Warren Gorrell, Jr." and by inserting
the words "A.G. Edwards & Sons, Inc., One North Jefferson Avenue, St. Louis,
Missouri 63103, Attention: Syndicate, with a copy to Chapman and Cutler, 111 W.
Monroe Street, Chicago, Illinois 60603, Attention: Jonathan A. Koff" in lieu
thereof.
Section I of the Underwriting Agreement is hereby amended as follows:
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<PAGE> 3
(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 and are in conformity with the
requirements of Rule 3-14 of Resolution S-X; 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 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. No other financial statements are required to be
set forth or to be incorporated by reference in the Registration
Statement or the Prospectus under the 1933 Act or the 1933 Act
Regulations.";
(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
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<PAGE> 4
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
security holder of such Significant Subsidiary.";
(iii) by deleting Paragraph (8) ("Capitalization,") in its entirety and
inserting in lieu thereof the following:
(8) Capitalization. The Company has authorized, issued and
outstanding capital stock as set forth in the Company's Quarterly
Report on Form 10-Q filed with the Commission for the period ended
September 30, 1997 (except for any subsequent issuances of Common Stock
pursuant to Terms Agreements dated November 12, 1997 and February 10,
1998 and pursuant to the Company's Dividend Reinvestment and Stock
Purchase Plan, 1995 Employee Stock Purchase Plan, 1993 Incentive Stock
Plan and 1993 Non-Employee Director Stock Option Plan). Such shares of
capital stock have been duly authorized and validly issued by the
Company and are fully paid and non-assessable, and none of such shares
of capital stock were issued in violation of preemptive or other
similar rights of any securityholder of the Company.
(iv) 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 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.";
(v) by deleting the second sentence of Paragraph (26) ("Title To
Property") in its entirety and inserting in lieu thereof the following:
"Except as described in or incorporated by reference
into the Registration Statement or the Prospectus, and with respect to
other Properties that, singly or in the aggregate, did not account for
more than either (i) 10 percent of the total assets on the Company's
December 31, 1997 consolidated balance sheet, or (ii) 10 percent of
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<PAGE> 5
the Company's total revenues on the Company's consolidated statement of
income for the year ended December 31, 1997, no person has an option or
right of first refusal to purchase all or part of any Property or any
interest therein";
(vi) by deleting the third sentence of Paragraph (27) ("Leases") in its
entirety and inserting in lieu thereof the following:
"Except as disclosed in or incorporated by reference
into 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.";
(vii) 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 second paragraph under the caption
"Underwriting" in the Prospectus Supplement dated February 18, 1998 constitutes
the only information furnished by the Underwriter 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.
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<PAGE> 6
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
Very truly yours,
A.G. EDWARDS & SONS, INC.
By /s/ Richard E. McDonnell
---------------------------------
Name: Richard E. McDonnell
Title: Managing Director
Accepted:
JDN REALTY CORPORATION
By /s/ J. Donald Nichols
----------------------------
Name: J. Donald Nichols
Title: Chairman and CEO
<PAGE> 1
EXHIBIT 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 23, 1998
JDN Realty Corporation
359 East Paces Ferry Road
Suite 400
Atlanta, Georgia 30305
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 598,131 shares of common stock, $.01 par value (the "Shares"), by JDN
Realty Corporation, a Maryland corporation (the "Company"), to A.G. Edwards &
Sons, Inc. (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 18, 1998 (the
"Prospectus Supplement"), a Terms Agreement between the Company and the
Underwriter dated February 18, 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 23, 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 23, 1998
JDN Realty Corporation
359 East Paces Ferry Road
Suite 400
Atlanta, Georgia 30305
RE: JDN REALTY CORPORATION - PROSPECTUS SUPPLEMENT DATED FEBRUARY
18, 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
598,131 shares of common stock of the Company (the "Shares"), as more fully
described in the Company's Prospectus Supplement dated February 18, 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);
(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
<PAGE> 2
JDN Realty Corporation
February 23, 1998
Page 2
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 23, 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 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.
<PAGE> 3
JDN Realty Corporation
February 23, 1998
Page 3
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 23, 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 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 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:
(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
<PAGE> 4
JDN Realty Corporation
February 23, 1998
Page 4
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
