Exhibit
5.1
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lawyers@saul.com
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www.saul.com
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Corporate Office
Properties Trust
6711 Columbia Gateway
Drive
Suite 300
Columbia, Maryland 21046
Re: Corporate
Office Properties Trust Registration Statement on Form S-3
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 shelf
registration of 583,804 common shares of beneficial interest, $.01 par value
per share (the “Shares”), comprised of certain shares proposed to be issued and
offered for resale by the holders of those shares from time to time upon
conversion of units of limited partnership interest in Corporate Office
Properties, L.P. (the “Operating Partnership”), under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-3 (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 April 3, 2009;
(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.
Also, as a basis for these opinions, we have examined
the originals or certified copies of the following:
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500 East Pratt Street ·
Baltimore, MD 21202-3133 · Phone: (410)
332-8600 · Fax: (410) 332-8862
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DELAWARE MARYLAND NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC
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A DELAWARE LIMITED
LIABILITY PARTNERSHIP
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(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, December 28, 2004 and
May 27, 2008 (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, September
11, 2003, September 14, 2004, December 8, 2005 and May 17, 2007 and resolutions
adopted by the Board of Trustees of the Company effective as of March 26, 2009;
(vii) resolutions
adopted by the Investment Committee of the Board of Trustees of the Company
dated April 26, 2004 and June 21, 2005;
(viii) a
Certificate of Status for the Company, issued by the State Department of
Assessments and Taxation of Maryland (“SDAT”), dated March 30, 2009;
(ix) a
Certificate of the Secretary of the Company as to the authenticity of the
Declaration of Trust and Bylaws of the Company, the resolutions of the Company’s
trustees approving the filing of the Registration Statement and authorizing 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) that
all signatures on the Documents and any other documents submitted to us for
examination are genuine;
(b) 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;
(c) the
legal capacity of all natural persons executing any documents, whether on
behalf of themselves or other persons;
(d) that
all persons executing Documents on behalf of any party (other than the Company)
are duly authorized;
(e) that
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
party’s obligations are valid and legally binding obligations, enforceable in
accordance with the terms of the respective Documents;
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(f) that
there will be no changes in applicable law between the date of this opinion and
any date of issuance or delivery of Shares that would have an adverse effect on
the due authorization or valid issuance or delivery of the Shares;
(g) that
at the time of delivery of any Shares to be delivered after the date hereof,
all contemplated additional actions shall have been taken and the authorization
of the issuance of the Shares by the Board of Trustees will not have been
modified or rescinded;
(h) that
the issuance, execution and delivery of the Shares; and the compliance by the
Company with the terms of such 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;
(i) that
Corporate Office Properties, L.P. is a limited partnership validly existing and
in good standing under the laws of its state of formation;
(j) that
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
(k) 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 or the Operating Partnership does not exceed
the number of then authorized shares of beneficial interest 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 Secretary’s 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 Company’s
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 and existing under and by
virtue of the laws of the State of Maryland and is in good standing with the
State Department of Assessments and Taxation of the State of Maryland.
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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.
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.
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Very truly yours,
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SAUL EWING LLP
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