Exhibit 5.1
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lawyers@saul.com
www.saul.com
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March 30, 2007
Corporate Office Properties Trust
6711 Columbia Gateway Drive
Suite 300
Columbia, Maryland 21046
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
Re:
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Corporate Office Properties Trust Form S-3
Registration Statement
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(Registration No. 333 )
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Ladies and Gentlemen:
We have acted as Maryland
counsel to Corporate Office Properties Trust, a Maryland real estate investment
trust (the Company), in connection with certain matters of Maryland law
arising out of the registration of 181,097 common shares of beneficial interest,
$0.01 par value per share, comprised of certain shares (the Shares) proposed
to be issued upon conversion of units of limited partnership interest in
Corporate Office Properties, L.P., under the Securities Act of 1933, as
amended, pursuant to the above referenced Registration Statement (the Registration
Statement).
As a
basis for our opinions, we have examined the following documents (collectively,
the Documents):
(i) The
Registration Statement, as filed by the Company with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933 (the Act)
dated March 30, 2007;
(ii) The prospectus contained in the Registration
Statement (the Prospectus); and
(iii) The
Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated December 7, 1999, as amended.
Lockwood Place u 500 East Pratt Street u Baltimore, MD 21202-3171
Phone:
(410) 332-8600 u Fax: (410) 332-8862
BALTIMORE
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CHESTERBROOK
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HARRISBURG
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PHILADELPHIA
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PRINCETON
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WASHINGTON
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WILMINGTON
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Also, as a basis for these opinions, we have examined
the originals or certified copies of the following:
(iv) a
certified copy of the Amended and Restated Declaration of Trust of the Company
dated March 3, 1998, as amended October 12, 2001, September 12, 2003 and
December 28, 2004 (the Declaration of Trust);
(v) a certified copy of the Bylaws of the
Company (the Bylaws);
(vi) resolutions adopted by the Board of
Trustees of the Company dated May 19, 1999 and September 11, 2003;
(vii) resolutions adopted by the Investment
Committee of the Board of Trustees of the Company dated June 15, 2006;
(viii) a good standing certificate of the
Company, issued by the State Department of Assessments and Taxation of Maryland
(SDAT), dated March 29, 2007;
(ix) a Certificate of the Secretary of the
Company as to the authenticity of the Declaration of Trust and Bylaws of the
Company, the incumbency of the officers of the Company, the resolutions of the
Companys trustees or a duly authorized committee thereof approving the issuance
of the Shares, and other matters that we have deemed necessary and appropriate;
and
(x) such other documents 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 reaching the
opinions set forth below, we have assumed:
(a) the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to originals of all documents submitted to us
as certified or photographic copies, and the accuracy and completeness of all
documents;
(b) the
legal capacity of all natural persons executing any documents, whether on
behalf of themselves or other persons;
(c) that
all persons executing documents on behalf of any party (other than the Company)
are duly authorized;
(d) each
of the parties (other than the Company) has duly and validly executed and
delivered each of the documents to which that party is a signatory, and the
partys obligations are valid and legally binding obligations, enforceable in
accordance with the terms of the respective Documents;
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(e) there
will be no changes in applicable law between the date of this opinion and any
date of issuance or delivery of the Shares;
(f) that
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;
(g) 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;
(h) that
Corporate Office Properties, L.P. is a limited partnership validly existing and
in good standing under the laws of its state of formation;
(i) the
consideration received or proposed to be received for the issuance and sale of
the Shares as contemplated by the Agreement of Limited Partnership of Corporate
Office Properties, L.P. (the Partnership Agreement) is not less than the par
value per share; and
(j) that
the aggregate number of shares of the Company which would be outstanding after
the issuance or reservation for issuance 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, does not exceed the number of then-authorized
shares of the Company.
As to various
questions of fact material to our opinions, we have relied upon a certificate
and representations of Karen M. Singer, as Secretary of the Company, and have
assumed that the Secretarys Certificate and representations continue to remain
true and complete as of the date of this letter. We have not examined any court records, dockets,
or other public records, nor have we investigated the Companys history or
other transactions, except as specifically set forth in this letter.
Based
on our review of the foregoing and subject to the assumptions and
qualifications set forth in this letter, it is our opinion, as of the date of
this letter, that:
1. The Company is a real estate
investment trust duly formed, validly existing, and in good standing under the
laws of the State of Maryland.
2. The Shares are duly authorized and, when and if
the Shares are duly issued and delivered in the manner and for the
consideration contemplated by the Partnership Agreement, the Shares will be
validly issued, fully paid and nonassessable.
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In
addition to the qualifications set forth above, the opinions set forth in this
letter are also subject to the following qualifications:
(i) We express no opinion as to the laws
of any jurisdiction other than the laws of the State of Maryland.
(ii) We assume no obligation to supplement
our opinions if any applicable law changes after the date of this letter or if
we become aware of any facts that might alter the opinions expressed in this
letter after the date of this letter.
(iii) We express no opinion on the
application of federal or state securities laws to the transactions
contemplated in the Documents.
The
opinions expressed in this letter are furnished only with respect to the
transactions contemplated by the Documents.
The opinions expressed in this letter are limited to the matters set
forth in this letter, and no other opinions shall be implied or inferred beyond
the matters expressly stated.
We hereby consent
to the filing of this opinion as an exhibit to the 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 LLP
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