|
Hawaii
(State or other jurisdiction of
incorporation or organization) |
| |
45-4849780
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
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| | ||||||||||||||||||||||||||||
Title of Each Class of Securities
to be Registered(1) |
| | |
Amount
to be Registered(2)(3) |
| | |
Proposed
Maximum Offering Price Per Unit(2)(3) |
| | |
Proposed
Maximum Aggregate Offering Price(2)(3) |
| | |
Amount of
Registration Fee(4) |
| ||||||||||||
Common stock, preferred stock, depositary shares, warrants, subscription rights, purchase contracts, purchase units
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 37 | | | |
| | | | | 37 | | | |
| | | | | 37 | | |
|
Securities and Exchange Commission Registration Fee
|
| | | $ | * | | |
|
Accounting Fees and Expenses
|
| | | $ | ** | | |
|
Legal Fees and Expenses
|
| | | $ | ** | | |
|
Printing Fees
|
| | | $ | ** | | |
|
Transfer Agents and Trustees’ Fees and Expenses
|
| | | $ | ** | | |
|
Rating Agency Fees
|
| | | $ | ** | | |
|
Stock Exchange Listing Fees
|
| | | $ | ** | | |
|
Miscellaneous
|
| | | $ | ** | | |
|
Total
|
| | | $ | — | | |
|
Exhibit
No. |
| |
Description of Exhibits
|
|
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3.1
|
| | | |
|
3.2
|
| | | |
|
3.3*
|
| | Form of Certificate of Amendment with respect to any preferred stock issued hereunder. | |
|
4.1
|
| | | |
|
4.2*
|
| | Form of Depositary Agreement (including form of Depositary Receipt). | |
|
4.3*
|
| | Form of Warrant Agreement (including form of Warrant Certificate). | |
|
4.4*
|
| | Form of Subscription Rights Agreement (including form of Subscription Rights Certificate). | |
|
4.5*
|
| | Form of Purchase Contract Agreement (including form of Purchase Contract Certificate). | |
|
4.6*
|
| | Form of Purchase Unit Agreement (including form of Purchase Unit Certificate). | |
|
5.1
|
| | | |
|
5.2
|
| | | |
|
8.1
|
| | | |
| 21.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 24.1 | | | |
| | | | ALEXANDER & BALDWIN, INC. | | |||
| | | | By: | | |
/s/ Brett A. Brown
Name: Brett A. Brown
Title: Executive Vice President and Chief Financial Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher J. Benjamin
Christopher J. Benjamin
|
| |
President and Chief Executive Officer, Director (Principal Executive Officer)
|
| |
August 13, 2021
|
|
|
/s/ Brett A. Brown
Brett A. Brown
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
August 13, 2021
|
|
|
/s/ Clayton K.Y. Chun
Clayton K.Y. Chun
|
| |
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
| |
August 13, 2021
|
|
|
/s/ Diana M. Laing
Diana M. Laing
|
| |
Director
|
| |
August 13, 2021
|
|
|
/s/ John T. Leong
John T. Leong
|
| |
Director
|
| |
August 13, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Thomas A. Lewis, Jr.
Thomas A. Lewis, Jr.
|
| |
Director
|
| |
August 13, 2021
|
|
|
/s/ Douglas M. Pasquale
Douglas M. Pasquale
|
| |
Director
|
| |
August 13, 2021
|
|
|
/s/ Michele K. Saito
Michele K. Saito
|
| |
Director
|
| |
August 13, 2021
|
|
|
/s/ Eric K. Yeaman
Eric K. Yeaman
|
| |
Chairman
|
| |
August 13, 2021
|
|
Exhibit 5.2
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 13, 2021
Alexander & Baldwin, Inc.
822 Bishop Street
Honolulu, Hawaii 96813
Re: | Alexander & Baldwin, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special United States counsel to Alexander & Baldwin, Inc., a Hawaii corporation (the "Company"), in connection with the registration statement on Form S-3 (the "Registration Statement") to be filed on the date hereof by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the "Rules and Regulations"), of (i) shares of common stock, without par value, of the Company ("Common Stock"), (ii) shares of preferred stock, without par value, of the Company ("Preferred Stock"), which may be issued in one or more series, (iii) depositary receipts (the "Receipts") representing fractional shares of Preferred Stock, which are called depositary shares (the "Depositary Shares") and which may be issued pursuant to one or more depositary agreements (each, a "Depositary Agreement") proposed to be entered into between the Company and one or more bank or trust companies to be named in the applicable Depositary Agreement (each, a "Bank Depositary"), (iv) warrants to purchase shares of Common Stock or shares of Preferred Stock ("Warrants"), which may be issued pursuant to one or more warrant agreements (each, a "Warrant Agreement") proposed to be entered into by the Company and one or more warrant agents to be named therein, (v) subscription rights to purchase shares of Common Stock or shares of Preferred Stock ("Subscription Rights"), which may be issued under one or more subscription rights certificates (each, a "Subscription Rights Certificate") and/or pursuant to one or more subscription rights agreements (each, a "Subscription Rights Agreement") proposed to be entered into by the Company and one or more subscription agents to be named therein, (vi) purchase contracts ("Purchase Contracts") obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, shares of Common Stock or shares of Preferred Stock at a future date or dates, which may be issued pursuant to one or more purchase contract agreements (each, a "Purchase Contract Agreement") proposed to be entered into by the Company and one or more purchase contract agents to be named therein, (vii) purchase units of the Company ("Purchase Units"), consisting of a stock purchase contract, preferred securities or U.S. treasury securities, or any combination of the foregoing, which may be issued pursuant to one or more agreements (each, a "Purchase Unit Agreement") proposed to be entered into by the Company and one or more purchase unit agents to be named therein, and (viii) such indeterminate number of shares of Common Stock, Preferred Stock or Depositary Shares as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Depositary Shares, Warrants or Subscription Rights or settlement of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, "Indeterminate Securities"). The Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Purchase Units and Indeterminate Securities, offered pursuant to the Registration Statement are collectively referred to herein as the "Securities."
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the Registration Statement.
Alexander & Baldwin, Inc.
August 13, 2021
Page 2
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies.
As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York (the “Opined on Law”).
As used herein, “Transaction Documents” means the Depositary Agreements, the Warrant Agreements, the Subscription Rights Agreements, the Purchase Contract Agreements, the Purchase Unit Agreements and any applicable underwriting or purchase agreement.
The opinions stated in paragraphs 1 through 5 below presume that all of the following (collectively, the "general conditions") shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters and appropriate officers of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the certificate of incorporation and the bylaws of the Company so as not to violate any applicable law, the certificate of incorporation of the Company or the bylaws of the Company, or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
2
Alexander & Baldwin, Inc.
August 13, 2021
Page 3
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. With respect to any Depositary Shares offered by the Company, including any Indeterminate Securities constituting Depositary Shares (the "Offered Depositary Shares"), when (a) the general conditions shall have been satisfied, (b) the Preferred Stock relating to such Offered Depositary Shares has been duly authorized for issuance by the Company, (c) the Offered Depositary Shares have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Depositary Agreement, and the Offered Depositary Shares have been delivered to the Bank Depositary for deposit in accordance with the applicable Depositary Agreement and (d) the Receipts evidencing the Depositary Shares have been duly issued against deposit of the related shares of Preferred Stock with the Bank Depositary in accordance with the applicable Depositary Agreement, such Depositary Agreement will constitute a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms under the laws of the State of New York.
2. With respect to any Warrants offered by the Company (the "Offered Warrants"), when (a) the general conditions shall have been satisfied, (b) the Common Stock or Preferred Stock for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
3. With respect to any Subscription Rights offered by the Company (the "Offered Subscription Rights"), when (a) the general conditions shall have been satisfied, (b) the Common Stock or Preferred Stock relating to such Offered Subscription Rights have been duly authorized for issuance by the Company and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
3
Alexander & Baldwin, Inc.
August 13, 2021
Page 4
4. With respect to any Purchase Contracts offered by the Company (the "Offered Purchase Contracts"), when (a) the general conditions shall have been satisfied, (b) the Common Stock or Preferred Stock relating to such Offered Purchase Contracts have been duly authorized for issuance by the Company and (c) the Offered Purchase Contracts have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Contract Agreement, the Offered Purchase Contracts, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
5. With respect to any Purchase Units offered by the Company (the "Offered Purchase Units"), when (a) the general conditions shall have been satisfied, (b) the stock purchase contract, preferred securities or U.S. treasury securities, or any combination of the foregoing, included in such Offered Purchase Units have been duly authorized for issuance or sale, as applicable, by the Company and (c) certificates evidencing the Offered Purchase Units have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Unit Agreement, the Offered Purchase Units, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors' rights generally, and the opinions stated herein are limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinions herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
4
Alexander & Baldwin, Inc.
August 13, 2021
Page 5
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(g) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;
(h) we have assumed that the laws of the State of New York will be chosen to govern any Transaction Document and that such choice is and will be a valid and legal provision, and that the Transaction Documents will contain all provisions required under the laws of the State of Hawaii in respect of contracts for the sale of securities issued by a Hawaii corporation; and
(i) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
5
Alexander & Baldwin, Inc.
August 13, 2021
Page 6
In addition, in rendering the foregoing opinions we have assumed that:
(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which the Company is a party;
(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which the Company is a party;
(c) neither the execution and delivery by the Company of the Transaction Documents to which the Company is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the certificate of incorporation or the bylaws of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
(d) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading "Legal Matters" in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
6
Exhibit 8.1
Skadden, Arps, Slate, Meagher & Flom llp 155 North Wacker Drive Chicago, Illinois 60606-1720 ________
TEL: (312) 407-0700 FAX: (312) 407-0411 www.skadden.com |
FIRM/AFFILIATE OFFICES ----------- BOSTON HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
August 13, 2021
Alexander & Baldwin, Inc.
822 Bishop St.
Honolulu, HI 96813
Re: | United States Federal Income Tax Matters |
Ladies and Gentlemen:
We have acted as United States federal income tax counsel to Alexander & Baldwin, Inc., a Hawaii corporation (“A&B”), in connection with the filing of a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering, issuance and sale from time to time, pursuant to Rule 415 under the Securities Act, of (i) common stock of A&B, with no par value, (ii) preferred stock of A&B, with no par value, which may be issued in one or more series, (iii) depositary receipts representing fractional shares of preferred stock of A&B, (iv) warrants to purchase shares of common stock or preferred stock of A&B, (v) subscription rights to purchase shares of common stock or preferred stock of A&B, (vi) purchase contracts to purchase shares of common stock or preferred stock of A&B, and (vii) purchase units, consisting of a stock purchase contract, preferred securities or debt obligations of third parties (including U.S. treasury securities), or any combination of the foregoing, securing the holder’s obligation to purchase common stock of A&B or other securities under the purchase contracts of A&B.
Alexander & Baldwin, Inc.
August 13, 2021
Page 2
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documentation and information provided to us by A&B as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, A&B has provided us with, and we are relying upon, a certificate containing certain factual statements, factual representations and covenants of officers of A&B (the “Officers’ Certificate”) relating to, among other things, the actual and proposed operations of A&B and the entities in which it holds, or has held, a direct or indirect interest (collectively, the “Company”).
For purposes of our opinion, we have not independently verified all of the facts, statements, representations and covenants set forth in the Officers’ Certificate or 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. Consequently, we have relied on A&B’s representation that the facts, statements, representations and covenants presented in the Officers’ Certificate and other documents, or otherwise furnished to us, accurately and completely describe all material facts and matters addressed in the Officers’ Certificate. We have assumed that all such facts, statements, representations and covenants are true without regard to any qualification as to knowledge, belief, intent or materiality. Our opinion is conditioned on the continuing accuracy and completeness of such facts, statements, representations and covenants. Any material change or inaccuracy in the facts, statements, representations, and covenants referred to, set forth, or assumed herein or in the Officers’ Certificate may affect our conclusions set forth herein.
In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, or electronic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts.
Our opinion is also based on the correctness of the following assumptions: (i) A&B and each of the entities comprising the Company have been and will continue to be operated in accordance with the laws of the jurisdictions in which each was formed and in the manner described in the relevant organizational documents, (ii) there will be no changes in the applicable laws of the States of Hawaii or Delaware or of any other jurisdiction under the laws of which any of the entities comprising the Company have been formed, and (iii) each of the written agreements to which the Company is a party has been and will be implemented, construed and enforced in accordance with its terms.
Alexander & Baldwin, Inc.
August 13, 2021
Page 3
In rendering our opinion, we have considered and relied upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder (“Regulations”), administrative rulings and other Treasury interpretations of the Code and the Regulations by the courts and the Internal Revenue Service (“IRS”), all as they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. There can be no assurance, moreover, that our opinion will be accepted by the IRS, or, if challenged, by a court.
Based on and subject to the foregoing, we are of the opinion that, commencing with A&B’s taxable year ended December 31, 2017, A&B has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation through the date hereof has enabled, and its proposed method of operation will enable, it to continue to meet the requirements for qualification and taxation as a REIT. As noted in the Registration Statement, A&B’s qualification and taxation as a REIT depend upon its ability to meet, through actual operating results, certain requirements relating to the sources of its income, the nature of its assets, its distribution levels and the diversity of its stock ownership, and various other qualification tests imposed under the Code, the results of which are not reviewed by us. Accordingly, no assurance can be given that the actual results of A&B’s operations for any one taxable year will satisfy the requirements for taxation as a REIT under the Code.
We express no opinion with respect to the matters addressed in this opinion except as set forth above. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to each reference to us and the discussions of advice provided by us under the headings “Qualification as a REIT,” “U.S. Federal Income Tax Considerations,” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 26, 2021, relating to the consolidated financial statements and financial statement schedule of Alexander & Baldwin, Inc. and subsidiaries and the effectiveness of Alexander & Baldwin, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Alexander & Baldwin, Inc. for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Honolulu, Hawaii
August 13, 2021
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