Exhibit 8
[LETTERHEAD OF CAHILL GORDON & REINDEL]
September 7, 2000
(212) 701-3000
First Industrial Realty Trust, Inc.
311 South Wacker Drive, Suite 4000
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as tax counsel to First Industrial Realty Trust, Inc. (the
"Company") in connection with the Form S-3 Registration Statement filed by the
Company with the Securities and Exchange Commission on June 8, 2000, as amended
on September 7, 2000, including the documents incorporated by reference therein,
and the prospectus included therein (the "Registration Statement").(*) We have
been asked to provide our opinion as to certain federal income tax matters
arising under the Internal Revenue Code of 1986, as amended (the "Code"),
relating to the Company's qualification for taxation as a real estate investment
trust (a "REIT") under the Code.
The opinions set forth in this letter are based on relevant provisions of
the Code, Treasury Regulations thereunder and interpretations of the foregoing
as expressed in court decisions and administrative determinations as of the date
hereof. These provisions and interpretations are subject to changes (possibly on
a retroactive basis) that might result in modifications of our opinions.
For purposes of rendering the opinions contained in this letter, we have
reviewed the Registration Statement and such other documents, law and facts as
we have deemed necessary. In our review, we have assumed the genuineness of all
signatures; the proper execution of all documents; the authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; and the authenticity of the originals of
any copies.
These opinions also are premised on certain written representations made by
the Company in a certificate dated as of the date hereof (the "Certificate").
For purposes of our opinions, we have not made an independent investigation of
the representations contained in the Certificate, and consequently we have
relied on the rep-
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* Capitalized terms used in this letter that are not otherwise defined herein
have the meanings ascribed to them in the Registration Statement.
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resentations therein that the information contained in the Certificate or
otherwise furnished to us accurately describes all material facts relevant to
our opinions.
Based upon and subject to the foregoing:
(i) We are of the opinion that, commencing with the Company's taxable
year ended on December 31, 1994, the Company has been organized in
conformity with the requirements for qualification as a REIT under the Code
and the Company's method of operation, as described in the Registration
Statement and as set forth in the Certificate, has enabled it to meet the
requirements for qualification as a REIT under the Code and, provided that
the Company continues to satisfy the applicable asset composition, source
of income, shareholder diversification, distribution, recordkeeping and
other requirements of the Code necessary to qualify as a REIT, it will
continue to so qualify; and
(ii) We hereby confirm the legal conclusions stated as opinions in the
Registration Statement under the heading "Federal Income Tax
Considerations" (the "Tax Section").
We express no opinion other than the opinions expressly set forth herein
and in the Tax Section (the "Opinions"). The Opinions are not binding on the
Internal Revenue Service (the "IRS") and the IRS may disagree with the Opinions.
Although we believe that the Opinions would be sustained if challenged, there
can be no assurance that this will be the case. The Opinions are based upon the
law as it currently exists. Consequently, future changes in the law may cause
the federal income tax treatment of the matters referred to herein and in the
Tax Section to be materially and adversely different from that described above
and in the Tax Section (possibly on a retroactive basis). In addition, any
variation in the facts from those set forth in the Registration Statement or the
representations contained in the Certificate or otherwise provided to us may
affect the conclusions stated in the Opinions. Moreover, the Company's
qualification and taxation as a REIT depend upon the Company's ability to meet,
through actual annual operating results, distribution levels, diversity of stock
ownership and various other qualification tests imposed under the Code, none of
which will be reviewed by us. Accordingly, no assurance can be given that the
actual results of the Company's operations for any taxable year will satisfy the
requirements for the Company to maintain its qualification as a REIT.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
