Exhibit 5
[LETTERHEAD OF CAHILL GORDON & REINDEL]
September 7, 2000
(212) 701-3000
First Industrial Realty Trust, Inc.
311 S. Wacker Drive
Suite 4000
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is being rendered in connection with the registration
statement on Form S-3 (Registration No. 333-38850) (the "Registration
Statement") filed by First Industrial Realty Trust, Inc., a Maryland corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
for registration under the Securities Act of 1933, as amended (the "Securities
Act"), of (i) 240,003 shares (the "Exchange Shares") of common stock of the
Company, par value $.01 per share (the "Common Stock"), that may be issued in
exchange for units of partnership interest in First Industrial, L.P., a Delaware
limited partnership, and (ii) 2,873 shares of common stock that have been issued
to an affiliate of the Company under the Company's Deferred Income Plan (the
"DIP Shares").
In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the Charter
and Bylaws of the Company, each as amended to date, a copy of the minutes of a
meeting of the Board of Directors held on March 9, 2000 (the "Authorizing
Resolutions") containing resolutions of the Board of Directors of the Company
pertaining to the filing of the Registration Statement, the issuance of the
Exchange Shares, the DIP Shares and other matters, and such other documents as
we have deemed necessary or appropriate for the purpose of rendering this
opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Company.
Based upon the foregoing examination, information supplied and assumptions,
it is our opinion that:
1. The Exchange Shares are duly authorized under the Charter and, when
issued as described in the Registration Statement or a prospectus supplement
relating thereto and in accordance with the Authorizing Resolutions, and upon
receipt by the Company of the consideration provided for in the Authorizing
Resolutions, will be legally issued, fully paid and nonassessable.
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2. The DIP Shares issued in accordance with the Registration Statement, the
terms of the Company's Deferred Income Plan and the Authorizing Resolutions are
duly authorized, legally issued, fully paid and nonassessable.
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
United States of America and the State of New York. With respect to matters of
Maryland law, we have relied, without independent investigation, upon the
opinion of McGuireWoods LLP, a copy of which is attached hereto.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters," and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act as
in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
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[LETTERHEAD OF McGUIREWOODS LLP]
September 7, 2000
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is furnished in our capacity as special Maryland counsel for
First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), in
connection with the filing by the Company with the Securities and Exchange
Commission of a Registration Statement (No. 333-38850) on Form S-3 (which,
together with the Prospectus relating thereto, shall hereinafter be referred to
collectively as the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to (i) the offer and sale from
time to time of up to 240,003 shares (the "Exchange Shares") of common stock of
the Company, par value $.01 per share (the "Common Stock"), which may be issued
in exchange for units of partnership interest (the "Units") in First Industrial,
L.P., a Delaware limited partnership (the "Operating Partnership"), conveyed to
holders of Units in transactions involving acquisitions by the Operating
Partnership of real property or entities holding interests in real property; and
(ii) 2,873 shares of common stock issued to an affiliate of the Company under
the Company's Deferred Income Plan (the "DIP Shares").
In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the Charter
and Bylaws of the Company, each as amended to date, a copy of the minutes of a
meeting of the Board of Directors held on March 9, 2000 (the "Authorizing
Resolutions") containing resolutions of the Board of Directors of the Company
pertaining to the filing of the Registration Statement, the issuance of the
Exchange Shares and DIP Shares and other matters, and such other documents as we
have deemed necessary or appropriate for the purpose of rendering this opinion.
In conducting our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
We are attorneys admitted to practice in the State of Maryland. We express
no opinion concerning the laws of any jurisdictions other than the laws of the
United States of America and the State of Maryland.
Based upon the foregoing, we are of the opinion that (i) the Exchange
Shares are duly authorized under the Charter and, when issued as described in
the Registration Statement or a supplement relating thereto and in accordance
with the Authorizing Resolutions, and upon receipt by the Company of the
consideration provided for in the Authorizing Resolutions, will be legally
issued, fully paid and nonassessable; and (ii) the DIP Shares issued in
accordance with the Registration Statement, the terms of the Company's Deferred
Income Plan and the Authorizing Resolutions are duly authorized, legally issued,
fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
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This opinion may be relied upon by Messrs. Cahill Gordon & Reindel with
respect to that firm's opinion to be filed as an exhibit to the Registration
Statement. In addition, we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus. Our consent to such reference does
not constitute a consent under Section 7 of the Securities Act and in consenting
to such reference we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/S/ McGUIREWOODS LLP
