0001104659-06-058301.txt : 20060830 0001104659-06-058301.hdr.sgml : 20060830 20060830164548 ACCESSION NUMBER: 0001104659-06-058301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20060824 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060830 DATE AS OF CHANGE: 20060830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP/ CENTRAL INDEX KEY: 0001003410 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 351898425 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20625 FILM NUMBER: 061065861 BUSINESS ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE WEEKS REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19951114 8-K 1 a06-18166_68k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 24, 2006

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Indiana	0-20625	35-1898425
(State of	(Commission	(IRS Employer
Formation)	File Number)	Identification No.)

600 East 96th Street

Suite 100

Indianapolis, IN 46240

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On August 24, 2006, Duke Realty Limited Partnership (the “Operating Partnership”), a limited partnership of which Duke Realty Corporation (the “Company”) is the sole general partner, completed the issuance and sale of $250,000,000 aggregate principal amount of its 5.625% Senior Notes Due 2011 (the “2011 Notes”) and $450,000,000 aggregate principal amount of its 5.95% Senior Notes due 2017 (the “2017 Notes,” and, together with the 2011 Notes, the “Notes”). The 2011 Notes were issued under the Indenture, dated as of July 28, 2006 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 24, 2006 (the “First Supplemental Indenture”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association, as Trustee. The 2017 Notes were issued under the Indenture, as supplemented by the Second Supplemental Indenture, dated as of August 24, 2006 (the “Second Supplemental Indenture,” and, together with the First Supplemental Indenture, the “Supplemental Indentures”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association, as Trustee.

The Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Operating Partnership’s automatic shelf registration statement on Form S-3 (Registration Statement No. 333-136173-01) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”).

The Indenture previously was filed with the Commission on July 31, 2006, as Exhibit 4.1 to the Registration Statement. A conformed copy of the First Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Report”), and a conformed copy of the Second Supplemental Indenture is filed as Exhibit 4.2 to this Report. Pursuant to General Instruction F to the Commission’s Form 8-K, the information contained in the Indenture and the Supplemental Indentures is incorporated into this Item 1.01 by this reference. The above descriptions of the terms of the Indenture and the Supplemental Indentures are each qualified in their entirety by reference to the previously filed Indenture and the conformed copies of the Supplemental Indentures incorporated by reference into this Report.

The material terms of the Notes are described in the Operating Partnership’s prospectus supplement, dated August 17, 2006, as filed with the Commission on August 22, 2006, pursuant to Rule 424(b)(5) of the Act, which relates to the offer and sale of the Notes and supplements the Operating Partnership’s prospectus, dated July 31, 2006, contained in the Registration Statement.

Item 9.01. Financial Statements and Other Exhibits

This Report is incorporated by reference into the Registration Statement, and, as such, the Operating Partnership is filing the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report, and the exhibits hereto, however, the Operating Partnership does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

Exhibit Number		Description

4.1		First Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.625% Senior Notes Due 2011.

4.2		Second Supplemental Indenture, dated as of August 24, 2006, by and between Duke Realty Limited Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.95% Senior Notes Due 2017.

5.1		Legality opinion of Alston & Bird LLP.

8.1		Tax opinion of Alston & Bird LLP.

23.1		Consent of Alston & Bird LLP (included in Exhibit 5.1).

23.2		Consent of Alston & Bird LLP (included in Exhibit 8.1).

99.1		Other Expenses of Issuance and Distribution (as required by Item 14 of Part II of Form S-3).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

DUKE REALTY LIMITED PARTNERSHIP

By:	Duke Realty Corporation, its sole general partner


	By:	/s/ Howard L. Feinsand
		Name:	Howard L. Feinsand
		Title:	Executive Vice President, General
			Counsel and Corporate Secretary

Date: August 30, 2006

EX-4.1 2 a06-18166_6ex4d1.htm EX-4.1

Exhibit 4.1

DUKE REALTY LIMITED PARTNERSHIP
ISSUER

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
TRUSTEE

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 24, 2006

$250,000,000 5.625% SENIOR NOTES DUE 2011

SUPPLEMENT TO INDENTURE,
DATED AS OF JULY 28, 2006, BETWEEN
DUKE REALTY LIMITED PARTNERSHIP AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

FIRST SUPPLEMENTAL INDENTURE, dated as of August 24, 2006, between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Issuer”), having its principal offices at 600 East 96th Street, Suite 100, Indianapolis, IN 46240 and J.P. MORGAN TRUST COMPANY, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), having its Corporate Trust Office at 227 W. Monroe Street, Suite 2600, Chicago, Illinois 60606.

RECITALS

WHEREAS, the Issuer executed and delivered its Indenture (the “Original Indenture”), dated as of July 28, 2006, to the Trustee to issue from time to time for its lawful purposes debt securities evidencing its unsecured indebtedness.

WHEREAS, the Original Indenture provides that by means of a supplemental indenture, the Issuer may create one or more series of its debt securities and establish the form and terms and conditions thereof.

WHEREAS, the Issuer intends by this First Supplemental Indenture to (i) create a series of debt securities, in an initial aggregate principal amount of $250,000,000, entitled “Duke Realty Limited Partnership 5.625% Senior Notes due 2011” (the “Notes”); and (ii) establish the form and the terms and conditions of such Notes.

WHEREAS, the Board of Directors of Duke Realty Corporation, the general partner of the Issuer, acting through authority delegated to certain of its executive officers, has approved the creation of the Notes and the form, terms and conditions thereof.

WHEREAS, the consent of Holders to the execution and delivery of this First Supplemental Indenture is not required, and all other actions required to be taken under the Original Indenture with respect to this First Supplemental Indenture have been taken.

NOW, THEREFORE IT IS AGREED:

ARTICLE ONE
Definitions, Creation, Form and Terms and Conditions of the Debt Securities

SECTION 1.01. Definitions. Capitalized terms used in this First Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms defined:

“DTC” means The Depository Trust Company.

“Global Note” means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto.

“Indenture” means the Original Indenture as supplemented by this First Supplemental Indenture.

“Make-Whole Amount” means, in connection with any optional redemption or accelerated payment of any Note, the excess, if any, of (i) the aggregate present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of each such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or accelerated payment had not been made, over (ii) the aggregate principal amount of the Notes being redeemed or paid.

“Notes” means the Issuer’s 5.625% Senior Notes due August 15, 2011, a form of which is attached hereto as Exhibit A.

“Redemption Price” means the sum of (i) the principal amount of the Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such Notes.

“Reinvestment Rate” means .15% plus the arithmetic mean of the yields under the respective heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.

“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any determination under the Indenture, then such other reasonably comparable index which shall be designated by the Issuer.

SECTION 1.02. Creation of the Debt Securities. In accordance with Section 301 of the Original Indenture, the Issuer hereby creates the Notes as a separate series of its debt securities issued pursuant to the Indenture. The Notes shall be issued in an aggregate principal amount initially limited to $250,000,000.

The Issuer may issue, in addition to the Notes originally issued on the date hereof, additional Notes. The Notes originally issued on the date hereof and any additional Notes originally issued subsequent to the date hereof shall be a single series for all purposes under the Original Indenture.

SECTION 1.03. Form of the Debt Securities. The Notes will be represented by a single fully-registered global note in book-entry form, without coupons, registered in the name of the nominee of DTC. The Notes shall be in the form of Exhibit A attached hereto. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or persons that hold interests through participants (with respect to beneficial interests of beneficial owners).

SECTION 1.04. Terms and Conditions of the Debt Securities. The Notes shall be governed by all the terms and conditions of the Original Indenture, as supplemented and modified by this First Supplemental Indenture, and in particular, the following provisions shall be terms of the Notes:

(a) Optional Redemption. The Issuer may redeem the Notes at any time at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to the Redemption Price.

If notice has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price.

Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed.

If less than all the Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, Notes to be redeemed in whole or in part.

(b) Payment of Principal and Interest. Principal and interest payments on interests represented by a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner of such Global Note. All payments of principal and interest in respect of the Notes will be made by the Issuer in immediately available funds.

(c) Applicability of Defeasance or Covenant Defeasance. The provisions of Article 14 of the Original Indenture shall apply to the Notes.

ARTICLE TWO
Trustee

SECTION 2.01. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Issuer. The recitals of fact contained herein shall be taken as the statements solely of the Issuer, and the Trustee assumes no responsibility for the correctness thereof.

ARTICLE THREE
Miscellaneous Provisions

SECTION 3.01. Ratification of Original Indenture. This First Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. Notwithstanding anything herein to the contrary, to the extent any provision of this First Supplemental Indenture is inconsistent with any provision of the Original Indenture, the terms of this First Supplemental Indenture shall govern and apply to the Notes.

SECTION 3.02. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.03. Successors and Assigns. All covenants and agreements in this First Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

SECTION 3.04. Separability Clause. In case any one or more of the provisions contained in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.05. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this First Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 3.06. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.

		DUKE REALTY LIMITED PARTNERSHIP
			as Issuer


	By:		DUKE REALTY CORPORATION,
			its General Partner


			By:	/s/ Howard L. Feinsand
				Name: Howard L. Feinsand
				Title: Executive Vice President, General
				Counsel and Corporate Secretary


Attest:


/s/ Matthew A. Cohoat
Name: Matthew A. Cohoat
Title: Executive Vice President and Chief Financial Officer


	J.P. MORGAN TRUST COMPANY, NATIONAL
	ASSOCIATION
			as Trustee


	By:		/s/ Janice Ott Rotunno
			Name: Janice Ott Rotunno
			Title: Vice President


Attest:


/s/ George N. Reaves
Name: George N. Reaves
Title: Vice President

EXHIBIT A

[FACE OF NOTE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

REGISTERED		REGISTERED

NO. 1		PRINCIPAL AMOUNT

CUSIP NO. 26441YAL1		$250,000,000

DUKE REALTY LIMITED PARTNERSHIP

5.625% Senior Notes due 2011

Duke Realty Limited Partnership, an Indiana limited partnership (the “Issuer,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of Two Hundred Fifty Million Dollars on August 15, 2011 (the “Maturity Date”), and to pay interest thereon from August 24, 2006 (or from the most recent interest payment date to which interest has been paid or duly provided for) in U.S. dollars semi-annually in arrears on February 15 and August 15 of each year, each, an “Interest Payment Date”, commencing on February 15, 2007, and on the Maturity Date, at the rate of 5.625% per annum, until payment of said principal sum has been made or duly provided for.

A-1

The interest so payable and punctually paid or duly provided for on any Interest Payment Date and on the Maturity Date will be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the “Record Date” for such payment, which will be 15 days (regardless of whether such day is a Business Day (as defined below)) prior to such payment date or the Maturity Date, as the case may be. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such record date, and shall be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a subsequent record date for the payment of such defaulted interest (which shall be not less than five Business Days (as defined below) prior to the date of the payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of the Notes not less than 15 days preceding such subsequent record date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Issuer maintained for that purpose in The Borough of Manhattan, The City of New York. The Issuer hereby initially designates the Corporate Trust Office of the Trustee in the City of New York as the office to be maintained by it where Notes may be presented for payment, registration of transfer, or exchange and where notices or demands to or upon the Issuer in respect of the Notes or the Indenture referred to on the reverse hereof may be served.

Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including August 24, 2006 in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day (as defined below), the required payment of interest or principal or both, as the case may be, will be made on the next Business Day with the same force and effect as if it were made on the date such payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date, as the case may be. “Business Day” means any day, other than a Saturday or a Sunday, on which banking institutions in The City of New York are open for business.

Payments of principal and interest in respect of this Note will be made by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be entitled to the benefits of the Indenture referred to on the reverse hereof or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under such Indenture.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by facsimile by its authorized officers.

Dated as of: August 24, 2006

	DUKE REALTY LIMITED PARTNERSHIP,
		as Issuer


	By:	DUKE REALTY CORPORATION,
		its General Partner


	By:
		Name:
		Title:


	By:
		Name:
		Title:

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
		as Trustee


By:
	Authorized Officer

[REVERSE OF NOTE]

DUKE REALTY LIMITED PARTNERSHIP

5.625% Senior Notes due 2011

This security is one of a duly authorized issue of debentures, notes, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture dated as of July 28, 2006 (hereinafter called the “Indenture”), duly executed and delivered by the Issuer to J.P. Morgan Trust Company, National Association, as Trustee (hereinafter called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), to which the Indenture and all indentures supplemental thereto relating to this security reference is hereby made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as provided in the Indenture or any indenture supplemental thereto. This security is one of a series designated as the 5.625% Senior Notes due August 15, 2011 of the Issuer, initially limited in aggregate principal amount to $250,000,000.

In case an Event of Default with respect to this security shall have occurred and be continuing, the principal hereof and Make-Whole Amount, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect, and subject to the conditions provided in the Indenture.

The Issuer may redeem this security at any time at the option of the Issuer, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of this security being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to this security (the “Redemption Price”). Notice of any optional redemption of any Securities will be given to Holders at their addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Securities held by such Holder to be redeemed.

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority of the aggregate principal amount of the Securities at the time outstanding of all series to be affected (voting as one class), evidenced as provided in the Indenture, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Security so affected, (i) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate or amount of interest thereon or any premium payable upon the redemption thereof, or adversely affect any

right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, or (iii) reduce the percentage of Securities, the Holders of which are required to consent to any waiver of compliance with certain provisions of the Indenture or any waiver of certain defaults thereunder. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, the Holders of a majority in aggregate principal amount outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all series of Securities) may on behalf of the Holders of all the Securities of such series (or all of the Securities, as the case may be) waive any such past default or Event of Default and its consequences, prior to any declaration accelerating the maturity of such Securities, or, subject to certain conditions, may rescind a declaration of acceleration and its consequences with respect to such Securities. Any such consent or waiver by the Holder of this security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of the security and any securities that may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this security or such other securities.

No reference herein to the Indenture and no provision of this security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any Make-Whole Amount and interest on this security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

This security is issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. Securities may be exchanged for a like aggregate principal amount of securities of this series of other authorized denominations at the office or agency of the Issuer in The Borough of Manhattan, The City of New York, in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge except for any tax or other governmental charge imposed in connection therewith.

Upon due presentment for registration of transfer of Securities at the office or agency of the Issuer in The Borough of Manhattan, The City of New York, one or more new Securities of the same series of authorized denominations in an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Issuer, the Trustee or any authorized agent of the Issuer or the Trustee may deem and treat the Person in whose name this security is registered as the absolute owner of this security (whether or not this security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and Make-Whole Amount, if any, and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

The Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise be required by mandatory provisions of law.

Capitalized terms used herein which are not otherwise defined shall have the respective meanings assigned to them in the Indenture and all indentures supplemental thereto relating to this security.

EX-4.2 3 a06-18166_6ex4d2.htm EX-4.2

Exhibit 4.2

DUKE REALTY LIMITED PARTNERSHIP
ISSUER

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 24, 2006

$450,000,000 5.95% SENIOR NOTES DUE 2017

SUPPLEMENT TO INDENTURE,
DATED AS OF JULY 28, 2006, BETWEEN
DUKE REALTY LIMITED PARTNERSHIP AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

SECOND SUPPLEMENTAL INDENTURE, dated as of August 24, 2006, between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Issuer”), having its principal offices at 600 East 96th Street, Suite 100, Indianapolis, IN 46240 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), having its Corporate Trust Office at 227 W. Monroe Street, Suite 2600, Chicago, Illinois 60606.

RECITALS

WHEREAS, the Issuer intends by this Second Supplemental Indenture to (i) create a series of debt securities, in an initial aggregate principal amount of $450,000,000, entitled “Duke Realty Limited Partnership 5.95% Senior Notes due 2017” (the “Notes”); and (ii) establish the form and the terms and conditions of such Notes.

WHEREAS, the consent of Holders to the execution and delivery of this Second Supplemental Indenture is not required, and all other actions required to be taken under the Original Indenture with respect to this Second Supplemental Indenture have been taken.

NOW, THEREFORE IT IS AGREED:

ARTICLE ONE
Definitions, Creation, Form and Terms and Conditions of the Debt Securities

SECTION 1.01. Definitions. Capitalized terms used in this Second Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms defined:

“DTC” means The Depository Trust Company.

“Global Note” means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto.

“Indenture” means the Original Indenture as supplemented by this Second Supplemental Indenture.

“Notes” means the Issuer’s 5.95% Senior Notes due February 15, 2017, a form of which is attached hereto as Exhibit A.

“Reinvestment Rate” means .20% plus the arithmetic mean of the yields under the respective heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.

SECTION 1.04. Terms and Conditions of the Debt Securities. The Notes shall be governed by all the terms and conditions of the Original Indenture, as supplemented and modified by this Second Supplemental Indenture, and in particular, the following provisions shall be terms of the Notes:

(a) Optional Redemption. The Issuer may redeem the Notes at any time at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to the Redemption Price.

(c) Applicability of Defeasance or Covenant Defeasance. The provisions of Article 14 of the Original Indenture shall apply to the Notes.

ARTICLE TWO
Trustee

SECTION 2.01. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Issuer. The recitals of fact contained herein shall be taken as the statements solely of the Issuer, and the Trustee assumes no responsibility for the correctness thereof.

ARTICLE THREE
Miscellaneous Provisions

SECTION 3.01. Ratification of Original Indenture. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. Notwithstanding anything herein to the contrary, to the extent any provision of this Second Supplemental Indenture is inconsistent with any provision of the Original Indenture, the terms of this Second Supplemental Indenture shall govern and apply to the Notes.

SECTION 3.02. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.03. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

SECTION 3.04. Separability Clause. In case any one or more of the provisions contained in this Second Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.05. Governing Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Second Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 3.06. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.

		DUKE REALTY LIMITED PARTNERSHIP
				as Issuer


		By:		DUKE REALTY CORPORATION,
				its General Partner


				By:	/s/ Howard L. Feinsand
					Name:		Howard L. Feinsand
					Title:		Executive Vice President, General
							Counsel and Corporate Secretary



Attest:


/s/ Matthew A. Cohoat
Name:	Matthew A. Cohoat
Title:	Executive Vice President and Chief Financial Officer



		J.P. MORGAN TRUST COMPANY, NATIONAL
		ASSOCIATION
			as Trustee


		By:	/s/ Janice Ott Rotunno
			Name:			Janice Ott Rotunno
			Title:			Vice President



Attest:
/s/ George N. Reaves
Name:	George N. Reaves
Title:	Vice President

EXHIBIT A

[FACE OF NOTE]

REGISTERED		REGISTERED

NO. 1		PRINCIPAL AMOUNT

CUSIP NO. 26441YAM9		$450,000,000

DUKE REALTY LIMITED PARTNERSHIP

5.95% Senior Notes due 2017

Duke Realty Limited Partnership, an Indiana limited partnership (the “Issuer,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of Four Hundred Fifty Million Dollars on February 15, 2017 (the “Maturity Date”), and to pay interest thereon from August 24, 2006 (or from the most recent interest payment date to which interest has been paid or duly provided for) in U.S. dollars semi-annually in arrears on February 15 and August 15 of each year, each, an “Interest Payment Date”, commencing on February 15, 2007, and on the Maturity Date, at the rate of 5.95% per annum, until payment of said principal sum has been made or duly provided for.

A-1

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by facsimile by its authorized officers.

Dated as of: August 24, 2006


	DUKE REALTY LIMITED PARTNERSHIP,
		as Issuer


	By:	DUKE REALTY CORPORATION,
		its General Partner


	By:
		Name:
		Title:


	By:
		Name:
		Title:

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By: _____________________________________

Authorized Officer

[REVERSE OF NOTE]

DUKE REALTY LIMITED PARTNERSHIP

5.95% Senior Notes due 2017

This security is one of a duly authorized issue of debentures, notes, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture dated as of July 28, 2006 (hereinafter called the “Indenture”), duly executed and delivered by the Issuer to J.P. Morgan Trust Company, National Association, as Trustee (hereinafter called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), to which the Indenture and all indentures supplemental thereto relating to this security reference is hereby made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as provided in the Indenture or any indenture supplemental thereto. This security is one of a series designated as the 5.95% Senior Notes due February 15, 2017 of the Issuer, initially limited in aggregate principal amount to $450,000,000.

Capitalized terms used herein which are not otherwise defined shall have the respective meanings assigned to them in the Indenture and all indentures supplemental thereto relating to this security.

EX-5.1 4 a06-18166_6ex5d1.htm EX-5.1

Exhibit 5.1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

August 24, 2006

Duke Realty Limited Partnership

600 East 96th Street, Suite 100

Indianapolis, IN 46240

Re:

Duke Realty Limited Partnership — Automatic Shelf Registration Statement on Form S-3
(Registration Statement No. 333-136173-01), filed with the Securities and
Exchange Commission on July 31, 2006

Ladies and Gentlemen:

We have acted as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership,” and, together with the Company, the “Duke Entities”), in connection with the Duke Entities’ filing of the above referenced automatic shelf registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). We are furnishing this opinion letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s Regulation S-K, in connection with the Operating Partnership’s issuance of $250 million in aggregate principal amount of its 5.625% Senior Notes Due 2011 (the “2011 Notes”) and $450 million in aggregate principal amount of its 5.95% Senior Notes Due 2017 (the “2017 Notes,” and, together with the 2011 Notes, the “Notes”), pursuant to the prospectus, dated July 31, 2006 (the “Prospectus”), included in the Registration Statement, and the Operating Partnership’s related final prospectus supplement, dated August 17, 2006 (the “Prospectus Supplement”). The 2011 Notes were issued under the Indenture, dated as of July 28, 2006 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 24, 2006 (the “First Supplemental Indenture”), by and between the Operating Partnership and J.P. Morgan Trust Company, National Association, as Trustee (the “Trustee”). The 2017 Notes were issued under the Indenture, as supplemented by the Second Supplemental Indenture, dated as of August 24, 2006 (the “Second Supplemental Indenture,” and, together with the First Supplemental Indenture, the “Supplemental Indentures”), by and between the Operating Partnership and the Trustee. The Notes are being issued and sold to the underwriters (the “Underwriters”) pursuant to the Terms Agreement, dated as of August 17, 2006 (including the terms of the related Underwriting Agreement, dated as of August 17, 2006, and attached as Annex A thereto and made a part thereof, the “Terms Agreement”), by and among the Operating Partnership, the Company and the

3201 Beechleaf Court, Suite 600
Raleigh, NC 27604-1062
919-862-2200
Fax: 919-862-2260

Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000
704-444-1000
Fax: 704-444-1111

90 Park Avenue
New York, NY 10016
212-210-9400
Fax: 212-210-9444

601 Pennsylvania Avenue, N.W.
North Building, 10th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333

Underwriters. The Terms Agreement, the Indenture, the Supplemental Indentures and the Notes collectively are referred to herein as the “Transaction Documents.”

In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Duke Entities, including, without limitation, resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Duke Entities and the organizational documents of the Duke Entities, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Duke Entities, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into by the Duke Entities in connection with the issuance of the Notes, including, without limitation, the Transaction Documents, certificates and statements of responsible officers of the Duke Entities, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Our opinion set forth below is limited to the laws of the State of New York that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Transaction Documents, and we do not express any opinion herein concerning any other laws.

Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:

(1) upon due execution of the 2011 Notes by the Operating Partnership, due authentication thereof by the Trustee in accordance with the Indenture, as supplemented by the First Supplemental Indenture, and issuance and delivery thereof against payment therefor as provided in the Terms Agreement, the 2011 Notes will be validly issued and will constitute legally binding obligations of the Operating Partnership entitled to the benefits of the Indenture, as supplemented by the First Supplemental Indenture, except to the extent that (a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally, and (b) the remedy of specific performance and other forms of equitable relief may be subject to certain defenses and to the discretion of the court before which proceedings may be brought (regardless of whether enforceability is considered in a proceeding in equity or at law); and

(2) upon due execution of the 2017 Notes by the Operating Partnership, due authentication thereof by the Trustee in accordance with the Indenture, as supplemented by the Second Supplemental Indenture, and issuance and delivery thereof against payment therefor as provided in the Terms Agreement, the 2017 Notes will be validly issued and will constitute legally binding obligations of the Operating Partnership entitled to the benefits of the Indenture, as supplemented by the Second Supplemental Indenture, except to the extent that (a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally, and (b) the remedy of specific performance and other forms of equitable relief may be subject to certain defenses and to the discretion of the court before which proceedings may be brought (regardless of whether enforceability is considered in a proceeding in equity or at law).

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written consent. The only opinions rendered by us consist of those matters set forth in the paragraphs numbered (1) and (2) above, and no opinion may be implied or inferred beyond the opinions expressly stated. Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

	Sincerely,

	ALSTON & BIRD LLP


	By:	/s/ Mark C. Kanaly
		Mark C. Kanaly
		Partner

EX-8.1 5 a06-18166_6ex8d1.htm EX-8.1

Exhibit 8.1

ALSTON&BIRD LLP

601 Pennsylvania Avenue, N.W.
North Building, 10th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333

www.alston.com

August 24, 2006

Duke Realty Limited Partnership
600 East 96th Street, Suite 100
Indianapolis, IN 46240

Re:	Duke Realty Limited Partnership
	$250 Million 5.625% Senior Notes Due 2011 and
	$450 Million 5.95% Senior Notes Due 2017

Ladies and Gentlemen:

We are acting as counsel to Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), in connection with the Prospectus Supplement, dated August 17, 2006 (collectively, the Prospectus Supplement and the Prospectus, dated July 31, 2006 are referred to herein as the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale of the Operating Partnership’s 5.625% Senior Notes Due 2011 and 5.95% Senior Notes due 2017. The Prospectus is part of the Company’s and the Operating Partnership’s Registration Statement on Form S-3 (Registration No. 333-136173-01), which was originally filed with the Commission on July 31, 2006 (as amended and supplemented from time to time). This opinion letter is rendered pursuant to Item 16 of Form S-3 and Item 601(b)(8) of Regulation S-K.

You have requested our opinion as to (i) the qualification of the Company as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the accuracy of the discussion of US federal income tax considerations contained under the caption “Federal Income Tax Considerations” in the Prospectus.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus and other documentation and information provided by you. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of officers of the Company (the “Officer’s Certificate”) relating to, among other things, the actual and

3201 Beechleaf Court, Suite 600
Raleigh, NC 27604-1062
919-862-2200
Fax: 919-862-2260

Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000
704-444-1000
Fax: 704-444-1111

90 Park Avenue
New York, NY 10016
212-210-9400
Fax: 212-210-9444

One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax: 404-881-7777

proposed operations of the Company and the entities in which it holds direct or indirect interests. For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer’s Certificate, the Prospectus, or in any other document. In particular, we note that the Company may engage in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. Without limiting the foregoing, we have not undertaken to review the REIT status of Weeks Corporation at the time of its merger into the Company in 1999. Instead, we have, with your consent, assumed, and relied on your representations, that the information presented in the Officer’s Certificate and the Prospectus accurately and completely describe all material facts relevant to our opinion. We have assumed that such statements, representations and covenants are true without regard to any qualification as to knowledge or belief. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the Officer’s Certificate may affect our conclusions set forth herein.

In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that:

(i) Commencing with its taxable year ended December 31, 1999, the Company has been organized, and has operated, in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the present and proposed method of operation (as described in the Prospectus and the Officer’s Certificate) of the Company will permit the Company to continue to so qualify.

(ii) The statements in the Prospectus and the Prospectus Supplement under the caption “Federal Income Tax Considerations,” to the extent that they describe matters of law or legal conclusions, are correct in all material respects.

The Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code and described in the Prospectus under the caption “Federal Income Tax Considerations” relating to, among other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions to the Company’s shareholders, and the diversity of the Company’s ownership. Alston & Bird LLP will not review the Company’s compliance with these requirements on a continuing basis. No assurances can be given that the Company will satisfy these requirements.

An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Internal Revenue Service or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue Service or that a court considering the issues would not hold contrary to such opinion.

The opinions expressed herein are given as of the date hereof and are based upon the Code, the Treasury regulations promulgated thereunder, current administrative positions of the Internal Revenue Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis. Any such changes could adversely affect the opinions rendered herein. In addition, as noted above, our opinions are based solely on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate. Finally, our opinion is limited to the US federal income tax matters specifically covered herein, and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other local agencies within any state.

No opinion other than that expressly contained herein may be inferred or implied. We have no obligation to update this opinion.

We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

	Very truly yours,

	ALSTON & BIRD LLP

	By:	/s/ James E. Croker, Jr.
		James E. Croker, Jr., Partner

EX-99.1 6 a06-18166_6ex99d1.htm EX-99.1

Exhibit 99.1

The estimated expenses incurred by Duke Realty Limited Partnership (the “Operating Partnership”) in connection with its issuance and sale of its 5.625% Senior Notes Due 2011 and its 5.95% Senior Notes Due 2017 (the “2017 Notes,” and, together with the 2011 Notes, the “Notes”) are set forth in the following table:

SEC Registration Fee*	$	35,161
Rating Agencies’ Fees	$	701,250
Printing and Engraving Costs	$	15,000
Legal Fees and Expenses	$	65,000
Accounting Fees and Expenses	$	25,000
Blue Sky Fees and Expenses	$	500
Trustee Fees	$	5,000
Miscellaneous	$	3,089
Total	$	850,000

* On July 31, 2006, Duke Realty Corporation (the “Company”) and the “Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an Automatic Shelf Registration Statement (the “Registration Statement”) on Form S-3 for the registration of an indeterminate amount of various securities, including debt securities of the Operating Partnership. In connection with the filing of such Registration Statement, and in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Company and the Operating Partnership deferred payment of all registration fees, except for $39,739 that already had been paid with respect to $356 million aggregate public offering price of securities that were previously registered pursuant to Registration Statement No. 333-120492 and had not yet been issued and sold. Pursuant to Rule 457(p) under the Securities Act, such unutilized registration fees were applied to the registration fee payable pursuant to the issuance and sale of the Notes. After applying such unutilized registration fee, the Company paid an additional $35,161 (which is reflected in the table above) for a total registration fee of $74,900.

GRAPHIC 7 g181666kui001.gif GRAPHIC begin 644 g181666kui001.gif M1TE&.#EA#``,`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y D!`$`````+``````+``L`@````/___P(*1(ZIR^T/HYRT```[ ` end