EX-5.1 2 tm2020789d1_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

lawyers@saul.com

www.saul.com

Our File: 366475.15

May 27, 2020

Office Properties Income Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458-1634

Re:

Registration Statement on Form S-8

Amended and Restated 2009 Incentive Share Award Plan, as amended

Ladies and Gentlemen:

We have acted as Maryland counsel to Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company, pursuant to a registration statement on Form S-8 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), of 1,000,000 shares of the Company’s common shares of beneficial interest, par value $.01 per share (the “Shares”), that may be issued under the Company’s Amended and Restated 2009 Incentive Share Award Plan, as amended (the “Plan”).

As a basis for our opinions, we have examined the following documents (collectively, the “Transaction Documents”):

(i) the Registration Statement to be filed on or about the date hereof by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Act; and

(ii) the Plan.

Also, as a basis for these opinions, we have examined the originals or certified copies of the following:

(iii) a certified copy of the Articles of Amendment and Restatement of the Company filed with the Maryland State Department of Assessments and Taxation (“SDAT”) on June 5, 2009 and effective at 9:00 a.m. on June 8, 2009 (the “Articles of Amendment and Restatement”);

500 E. Pratt Street u Suite 900 u Baltimore, MD 21202-3133

Phone: (410) 332-8600 u Fax: (410) 332-8862

DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MINNESOTA NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC

A DELAWARE LIMITED LIABILITY PARTNERSHIP

Office Properties Income Trust

S-8 Opinion

May 27, 2020

Page 2

(iv) a certified copy of the Articles of Amendment authorizing 50,000,000 Common Shares, par value $.01, filed with the SDAT on December 30, 2009 (the “2009 Articles of Amendment”);

(v) a certified copy of the Articles of Amendment authorizing 70,000,000 Common Shares, par value $.01, filed with the SDAT on June 20, 2011 (the “2011 Articles of Amendment”);

(vi) a certified copy of the Articles of Amendment authorizing 100,000,000 Common Shares, par value $.01, filed with the SDAT on July 24, 2014 (the “2014 Articles of Amendment”);

(vii) a certified copy of the Articles of Amendment authorizing 150,000,000 Common Shares, par value $.01, filed with the SDAT on June 28, 2017 (the “2017 Articles of Amendment”);

(viii) a certified copy of the Articles of Amendment authorizing 200,000,000 Common Shares, par value $.01, filed with the SDAT on December 20, 2018 (the “2018 Articles of Amendment”);

(ix)   a certified copy of the Articles of Amendment regarding a reverse split that changed the par value of Common Shares from $.01 per share to $.04 per share and changing the name of the Company from “Government Properties Income Trust” to “Office Properties Income Trust,” filed with the SDAT on December 31, 2018 (the “Name Change and Reverse Split Amendment”);

(x)   a certified copy of the Articles of Amendment changing the par value of Common Shares from $.04 per share to $.01 per share filed with the SDAT on December 31, 2018 (the “Par Value Amendment,” together with the Articles of Amendment and Restatement, the 2009 Articles of Amendment, the 2011 Articles of Amendment, the 2014 Articles of Amendment, the 2017 Articles of Amendment, the 2018 Articles of Amendment, and the Name Change and Reverse Split Amendment, the “Charter”);

(xi)   a copy of the Amended and Restated Bylaws of the Company dated September 7, 2016, as amended through March 27, 2019 (the “Bylaws”);

(xii)   a copy of the resolutions adopted by the Board of Trustees of the Company on April 2, 2020 relating to, among other matters, the approval of the Plan (the “Plan Approval Resolutions”);

(xiii) a copy of the resolutions adopted by the Board of Trustees of the Company on April 2, 2020 relating to, among other matters, the authorization to file the Registration Statement and the issuance of the Shares under the Plan (together with the Plan Approval Resolutions, the “Board Resolutions”);

(xiv) a certificate of status for the Company issued by the SDAT dated May 18, 2020;

(xv) a certificate of the Secretary of the Company as to the authenticity of the Charter, Bylaws, the Board Resolutions, the approval of the Plan by the Shareholders of the Company at the 2020 annual meeting of the Shareholders of the Company on May 27, 2020, the incumbency of the officers of the Company and other matters that we have deemed necessary and appropriate;

(xvi) the definitive proxy statement of the Company filed with the Commission on April 13, 2020; and

(xvii) such other documents and matters 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 Transaction 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;

Office Properties Income Trust

S-8 Opinion

May 27, 2020

Page 3

(d) that the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of the Transaction Documents as executed and delivered; that all representations, warranties, statements and information contained in the Transaction Documents are accurate and complete; that there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of the Shares;

(e) that at the time of delivery of the Shares, the authorization of the issuance of the Shares will not have been modified or rescinded and all contemplated additional actions shall have been taken in accordance with the Board Resolutions and the Plan;

(f) that 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;

(g) that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any offering of the Shares of the Company as contemplated by the Registration Statement is not less than the par value per share; and

(h)   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 and will not exceed the aggregate number of then-authorized shares of the Company or of the then-authorized shares within the applicable class or series of common shares or preferred shares of the Company.

As to various questions of fact material to our opinions, we have relied upon a certificate and representations of the 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, existing and in good standing under the laws of the State of Maryland.

Office Properties Income Trust

S-8 Opinion

May 27, 2020

Page 4

2. The issuance of the Shares is duly authorized and, when and if the Shares are issued and delivered in the manner and for the consideration contemplated by the Plan, the Shares will be validly issued, fully paid and non-assessable.

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. We express no opinion as to the principles of conflict of laws of any jurisdiction, including 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 with respect to any documents defined or referred to in the Transaction Documents, other than the Transaction Documents themselves.

(iv)   We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Transaction Documents.

The opinions expressed in this letter are solely for your benefit and are furnished only with respect to the transactions contemplated by the Transaction Documents. Accordingly, these opinions may not be relied upon by or quoted to any other person or entity without, in each instance, our prior written consent. 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 Act.

	Very truly yours,

	/s/ SAUL EWING ARNSTEIN & LEHR LLP
	SAUL EWING ARNSTEIN & LEHR LLP