EXHIBIT 5
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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September 1, 2000
Liberty Property Trust
65 Valley Stream Parkway, Suite 100
Malvern, Pennsylvania 19355
Re: Liberty Property Trust
Registration Statement on Form S-3
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 registration of
314,709 common shares of beneficial interest of the Company, $0.001 par
value (the "Shares"), proposed to be offered for resale from time to
time, 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") and the prospectus
contained in the S-3 Registration Statement (the "S-3 Prospectus").
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, in the form filed by the
Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Act");
b. 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. A certificate executed by James J. Bowes, Esquire,
Secretary of the Company, dated September 1, 2000, as to the adoption
of resolutions by the Board of Trustees of the Company on July 21,
2000; 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 opinion 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. There will be no changes in applicable law between the date
of this opinion and any date of issuance or delivery of the Shares;
5. At the time of delivery of the Shares, all contemplated
additional actions shall have been taken and the authorization of the
issuance of the Shares will not have been modified or rescinded;
6. The issuance, execution and delivery of the Shares, and the
compliance by the Company with the terms of the Shares, 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;
7. The consideration received or proposed to be received for
the issuance and sale of the Shares as contemplated by the Second
Restated and Amended Agreement of Limited Partnership of Liberty
Property Limited Partnership, as amended (the "Partnership Agreement"),
is not less than the par value per share; and
8. The aggregate number of shares of the Company which would
be outstanding after the issuance of any of the 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 Liberty
Property Limited Partnership, a Pennsylvania limited partnership of
whom the Company is the sole general partner, 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:
When and if the Shares have been duly issued and delivered in the
manner and for the consideration contemplated by the Partnership
Agreement, those Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinion is 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/ Robert A. Spar
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Robert A. Spar, Partner
