Exhibit 5.2
LAW OFFICES OF
SAUL, EWING WEINBERG & GREEN
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SAUL, EWING, REMICK & SAUL LLP
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-2773
(410) 332-8600
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June 14, 2000
Liberty Property Trust
65 Valley Stream Parkway, Suite 100
Malvern, PA 19355
RE: Liberty Property Trust
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as Maryland counsel for Liberty Property Trust, a
Maryland real estate investment trust (the "Company"), in connection
with certain matters of Maryland law arising out of the shelf
registration of up to U.S. $1,000 (or the equivalent) of Preferred
Shares, Depositary Shares, Common Shares, Preferred Shares Warrants,
Common Shares Warrants, and Guaranties (each as defined in the above-
referenced S-3 Registration Statement) (collectively referred to as the
"Trust Securities") proposed to be offered by the Company from time to
time and up to U.S. $600,000,000 (or the equivalent) of certain debt
securities proposed to be offered by Liberty Property Limited
Partnership, a Pennsylvania limited partnership, from time to time, in
one or more series, together or separately, at prices and on terms to
be determined at the time of offering pursuant to a Registration
Statement on Form S-3 (the "S-3 Registration Statement"), a Prospectus
and one or more Prospectus supplements. (The Preferred Shares Warrants
and Common Shares Warrants are referred to collectively as the "Trust
Warrants.")
In connection with our representation of the Company and as a
basis for the opinions hereinafter set forth, we have examined
originals or photostatic copies of the following documents (hereinafter
collectively referred to as the "Documents"):
a. The S-3 Registration Statement, as filed by the Company with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Act");
b. The prospectus contained in the S-3 Registration Statement (the
"S-3 Prospectus");
c. The Amended and Restated Declaration of Trust of the Company
recorded on May 29, 1997 (the "Declaration of Trust");
d. Articles Supplementary of the Company recorded on August 7, 1997,
Articles Supplementary of the Company recorded on December 23, 1997,
Articles Supplementary of the Company recorded on July 28, 1999, and
Articles Supplementary of the Company recorded on April 18, 2000 (the
"Articles Supplementary");
e. The Bylaws of the Company;
f. Resolutions adopted by the Board of Trustees of the Company dated
December 15, 1999; and
g. Such other documents and matters as we have deemed necessary and
appropriate to express the opinions set forth in this letter, subject
to the limitations, assumptions and qualifications noted below.
In expressing the opinions set forth below, we have assumed, and
so far as is known to us there are no facts inconsistent with, the
following:
1. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of
the Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms except as limited
(a) by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting the enforcement of
creditors' rights or (b) by general equitable principles;
2. Each individual executing any of the Documents on behalf of
a party is duly authorized and legally competent to do so;
3. All Documents submitted to us as originals are authentic.
All Documents submitted to us as certified or photostatic copies
conformed to the original documents. All signatures on all such
documents are genuine. All public records reviewed or relied upon by
us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete;
4. Liberty Property Limited Partnership (the "Partnership") is
a limited partnership validly existing and in good standing under the
laws of its state of formation;
5. There will be no changes in applicable law between the date
of this opinion and any date of issuance or delivery of the Trust
Securities, including without limitation, any Trust Securities that may
be issued upon conversion or exchange of any of the Trust Securities;
6. At the time of delivery of the Trust Securities, all
contemplated additional actions shall have been taken and the
authorization of the issuance of the Trust Securities will not have
been modified or rescinded;
7. The terms of all Trust Securities to be established
subsequent to the date of this opinion; the issuance, execution and
delivery of the Trust Securities; and the compliance by the Company
with the terms of the Trust Securities, will not violate any then-
applicable law or result in a default under, breach of, or violation of
any provision of any instrument or agreement then binding on the
Company, or any restriction imposed by any court or governmental body
having jurisdiction over the Company;
8. The consideration received or proposed to be received for
the issuance and sale or reservation for issuance of any offering of
shares of the Company as contemplated by each of the S-3 Registration
Statement, the S-3 Prospectus, and the applicable supplement or
supplements to the S-3 Prospectus is not less than the par value per
share; and
9. The aggregate number of shares of the Company which would
be outstanding after the issuance or reservation for issuance of any
preferred shares or common shares of the Company, whether to effect an
issuance of Common Shares, Preferred Shares, Depositary Shares, Trust
Warrants, or other Trust Securities or Partnership Debt Securities
exchangeable or convertible into common shares or preferred shares, and
any other contemporaneously issued or reserved common shares or
preferred shares, together with the number of common shares and
preferred shares previously issued and outstanding and the number of
common shares and preferred shares previously reserved for issuance
upon the conversion or exchange of other securities issued by the
Company or the Partnership, does not exceed the number of then-
authorized shares of the Company.
On the basis of the foregoing, and subject to the qualifications
and limitations stated herein, it is our opinion that:
1. When and if (a) the definitive terms of any particular
series of Preferred Shares, other than the Depositary Shares, have been
duly established, in accordance with resolutions of the trustees of the
Company ("Trustees") authorizing the issuance and sale of that
particular series of Preferred Shares, (b) articles supplementary
regarding that particular series of Preferred Shares that conform to
the Declaration of Trust and Maryland law have been filed with the
State Department of Assessments and Taxation of the State of Maryland,
and (c) those Preferred Shares have been duly issued or delivered in
the manner and for the consideration contemplated by each of the S-3
Registration Statement, the S-3 Prospectus and the applicable
supplement or supplements to the S-3 Prospectus, and in accordance with
the terms of the particular series as established by the Trustees in
the applicable articles supplementary, those Preferred Shares will be
validly issued, fully paid and nonassessable.
2. When and if (a) the deposit agreement relating to the
Preferred Shares represented by Depositary Shares has been duly
executed and delivered by the Company and the depositary in accordance
with resolutions of the Trustees, (b) the terms of the Preferred Shares
represented by Depositary Shares and of their issuance and sale have
been duly established in conformity with the deposit agreement, (c) the
Preferred Shares which are represented by the Depositary Shares are
validly issued and delivered (as contemplated above) to the depositary,
(d) the depositary receipts evidencing the Depositary Shares are duly
issued against the deposit of the Preferred Shares in accordance with
the deposit agreement, and (e) the Preferred Shares represented by
Depositary Shares are issued in the manner contemplated by each of the
S-3 Registration Statement, the S-3 Prospectus and the applicable
supplement or supplements to the S-3 Prospectus, the Preferred Shares
represented by Depositary Shares will be validly issued.
3. When and if (a) the definitive terms of any offering of
Common Shares have been duly established, in accordance with
resolutions of the Trustees authorizing the issuance and sale of the
Common Shares, and (b) those Common Shares so offered have been duly
issued or delivered in the manner and for the consideration
contemplated by each of the S-3 Registration Statement, the S-3
Prospectus and the applicable supplement or supplements to the S-3
Prospectus, those Common Shares will be validly issued, fully paid and
nonassessable.
4. When and if (a) the Trust Warrants have been duly executed
and delivered in the form and in the manner contemplated in each of the
S-3 Registration Statement, the S-3 Prospectus and the applicable
supplement or supplements to the S-3 Prospectus, (b) the terms of the
Trust Warrants as executed and delivered are as described in each of
the S-3 Registration Statement, the S-3 Prospectus and the applicable
supplement or supplements to the S-3 Prospectus, and (c) the Trust
Warrants are then issued and sold as contemplated in each of the S-3
Registration Statement, the S-3 Prospectus and the applicable
supplement or supplements to the S-3 Prospectus, the Trust Warrants
will constitute valid and legally binding obligations of the Company.
5. When and if (a) the terms of the Guaranties relating to
certain debt securities of the Partnership (the "Partnership Debt
Securities") have been duly established, (b) the instruments relating
to the Guaranties have been authorized, executed and delivered by the
Trustees of the Company, (c) the Partnership Debt Securities to which
the Guaranties relate have been duly issued and sold and the purchase
price therefor has been received by the Partnership, and (d) the
consideration, if any, separately payable for the Guaranties has been
received, the Guaranties will constitute valid and legally binding
obligations of the Company.
6. When and if (a) any common shares or preferred shares of
the Company ("Underlying Trust Securities") issuable upon conversion or
exchange of any legally issued convertible or exchangeable Trust
Securities or Partnership Debt Securities (which have been surrendered
to the Company in accordance with their respective terms) are duly
issued from shares or other units of those Underlying Trust Securities
reserved in accordance with the resolutions of the Trustees, (b) the
Trustees have duly authorized the issuance of those Underlying Trust
Securities, and (c) those Underlying Trust Securities are duly issued
or delivered in the manner and for the consideration contemplated by
each of the S-3 Registration Statement, the S-3 Prospectus and the
applicable supplement or supplements to the S-3 Prospectus, the
Underlying Trust Securities will be validly issued, fully paid and
nonassessable.
The foregoing opinions are limited to the laws of the State of
Maryland and we do not express any opinion herein concerning any other
law. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of
any facts that might change the opinions expressed herein after the
date hereof.
We hereby consent to the filing of this opinion as an exhibit to
the S-3 Registration Statement and to the use of the name of our firm
therein. In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
SAUL, EWING, REMICK & SAUL LLP
By: /s/ John J. Ghingher, III
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John J. Ghingher, III, Partner
