Exhibit 5.1
1650 Arch Street
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP 22nd Floor
Philadelphia, PA 19103-2097
T: 215 977 2000
F: 215 977 2334
www.wolfblock.com
June 14, 2000
Liberty Property Limited Partnership
65 Valley Stream Parkway
Malvern, PA 19355
RE: Liberty Property Limited Partnership
Registration Statement on Form S-3
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Dear Sir or Madam:
As counsel for Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the "Partnership"), we have assisted
in the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") jointly by the Partnership and Liberty
Property Trust, a Maryland real estate investment trust (the "Trust").
The Registration Statement relates to the issuance and sale from time
to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of securities with an aggregate initial public
offering price of up to $600,001,000 or the equivalent thereof in one
or more foreign currencies or composite currencies, including
securities of the Partnership with an aggregate initial public offering
price up to $600,000,000 or the equivalent thereof in one or more
foreign currencies or composite currencies (the "Partnership Debt
Securities") and securities of the Trust with an aggregate initial
public offering price of up to $1,000 or the equivalent thereof in one
or more foreign currencies or composite currencies. The Partnership
Debt Securities may be any of senior secured debt securities, senior
unsecured debt securities, subordinated secured debt securities or
subordinated unsecured debt securities, in one or more series, which in
each case are to be issued under either a senior indenture (the "Senior
Indenture") or a subordinated indenture (the "Subordinated Indenture"
and, together with the Senior Indenture, the "Indentures") by the
Partnership and The First National Bank of Chicago (the "Trustee" and,
collectively with the other trustees, if any, under the Indentures, the
"Trustees") and, if such Partnership Debt Securities are to be issued
with "Trust Guaranties," as defined in the Registration Statement (the
"Trust Guaranties"), the Trust.
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Securities Act.
For the purpose of rendering this opinion, we have examined (i)
the Registration Statement; (ii) the form of Senior Indenture being
incorporated by reference as an exhibit to the Registration Statement
(the "Base Senior Indenture"); (iii) the form of Subordinated Indenture
being incorporated by reference as an exhibit to the Registration
Statement (the "Base Subordinated Indenture"); (iv) the Certificate of
Limited Partnership of the Partnership, as amended to date (the
"Certificate of Limited Partnership"); (iv) the Second Amended and
Restated Agreement of Limited Partnership of the Partnership, as
amended to date (the "Agreement of Limited Partnership"); and (v)
certain resolutions adopted by the Board of Trustees of the Trust (the
"Board of Trustees"), in the Trust's capacity as the sole general
partner of the Partnership, relating to the Partnership Debt Securities
and the authorization of the filing of an additional registration
statement (the "Additional Registration Statement") for the purpose of
registering for issuance and sale an additional amount of Partnership
Debt Securities pursuant to Rule 462(b) under the Securities Act (the
"Additional Partnership Debt Securities"). We have also examined
originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Partnership and the Trust and such
agreements, certificates of public officials, certificates of officers
or other representatives of the Partnership and the Trust and others
and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed without independent
verification (i) the legal capacity of all natural persons; (ii) the
genuineness of all signatures; (iii) the authenticity of all documents
submitted to us as originals; (iv) the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents;
and (v) the power and authority of all persons other than the
Partnership signing such documents to execute, deliver and perform such
documents, and the valid authorization, execution and delivery of such
documents by such other persons. As to any facts material to the
opinions expressed herein which have not been independently established
or verified, we have relied upon oral or written statements and
representations of officers or other representatives of the
Partnership, the Trust and others.
We do not express any opinion as to the laws of any jurisdiction
other than the Commonwealth of Pennsylvania and the federal laws of the
United States of America to the extent referred to specifically herein.
The Partnership Debt Securities may be issued from time to time on a
delayed or continuous basis, and this opinion is limited to the laws,
including applicable rules and regulations, in effect on the date
hereof. We assume no obligation to update this opinion.
Based upon and subject to the foregoing, such examinations of law
and such other matters as we have deemed relevant under the
circumstances, we are of the opinion that, as of the date hereof:
1. The respective forms of the Base Senior Indenture and the
Base Subordinated Indenture (collectively, the "Base
Indentures") have been duly authorized by the Partnership
through the action of the Trust, by the Board of Trustees, in
the Trust's capacity as the sole general partner of the
Partnership. Each of the Base Indentures, and each other
Indenture in the form of either of the Base Indentures, as
modified by the Trust in accordance with duly adopted
resolutions of the Board of Trustees, in the Trust's capacity
as the sole general partner of the Partnership, to reflect
the additional terms applicable to the Partnership Debt
Securities and/or Additional Partnership Debt Securities to
which such Indenture relates, when executed and delivered by
the Partnership and duly executed and delivered by the
Trustee thereunder, will be a valid and binding agreement,
enforceable against the Partnership in accordance with its
terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors'
rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity), and (c) governmental
authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite
currency.
2. With respect to any series of Partnership Debt Securities
and/or Additional Partnership Debt Securities (collectively,
the "Offered Partnership Debt Securities"), when (i) if such
Offered Partnership Debt Securities are to be sold pursuant
to a firm commitment underwritten offering, the underwriting
agreement with respect to such Offered Partnership Debt
Securities the "Underwriting Agreement") has been duly
authorized, executed and delivered by the Partnership through
the action of the Trust in its capacity as the sole general
partner of the Partnership and the other party or parties
thereto; (ii) if such Offered Partnership Debt Securities are
to be sold on an agency basis, the distribution agreement
with respect to such Offered Partnership Debt Securities (the
"Distribution Agreement") or any other applicable purchase
agreement has been duly authorized, executed and delivered by
the Partnership through the action of the Trust in its
capacity as the sole general partner of the Partnership and
the other party or parties thereto; (iii) the Board of
Trustees, including any appropriate committee appointed
thereby, acting for the Trust in the Trust's capacity as the
sole general partner of the Partnership, and the appropriate
officers of the Partnership and the Trust, have taken all
necessary Partnership or Trust action, as the case may be, to
approve the issuance and terms of such Offered Partnership
Debt Securities and related matters; (iv) the terms of such
Offered Partnership Debt Securities and of their issuance and
sale have been duly established in conformity with the
Indenture relating thereto so as not to violate any
applicable law, the Certificate of Limited Partnership or the
Agreement of Limited Partnership or result in a default under
or breach of any agreement or instrument binding upon the
Partnership, and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Partnership; (v) the applicable
Indenture has been duly executed and delivered by the
Partnership, through the action of the Trust in its capacity
as the sole general partner of the Partnership, and the
Trustee thereunder; and (vi) such Offered Partnership Debt
Securities have been duly executed and authenticated in
accordance with the provisions of the applicable Indenture
and duly delivered to the purchasers thereof upon payment of
the agreed-upon consideration therefor, such Offered
Partnership Debt Securities, when issued and sold in
accordance with the applicable Indenture and the related
Underwriting Agreement or Distribution Agreement, if any, or
any other duly authorized, executed and delivered applicable
purchase agreement, will be valid and binding obligations of
the Partnership, enforceable against the Partnership in
accordance with their respective terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws now or hereafter in effect relating to
or affecting creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity), and (c)
governmental authority to limit, delay or prohibit the making
of payments outside the United States or in foreign currency
or composite currency.
We note that, as of the date hereof, a judgment for money in an
action based on an Offered Partnership Debt Security denominated in a
foreign currency, currency unit or composite currency in a federal or
state court in the United States ordinarily would be enforced in the
United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency, currency unit
or composite currency in which a particular Offered Partnership Debt
Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also
consent to the reference to our firm under the heading "Legal Opinions"
in the Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the
Commission.
Sincerely,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
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WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
