|
Maryland
(State or other jurisdiction of
incorporation or organization) |
| |
82-2809631
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 15 | | | |
| | | | | 21 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 39 | | |
|
SEC Registration Fee
|
| | | $ | 55,100 | | |
|
Trustee’s Fees and Expenses
|
| | | | * | | |
|
Printing Fees and Expenses
|
| | | | * | | |
|
Legal Fees and Expenses
|
| | | | * | | |
|
Accounting Fees and Expenses
|
| | | | * | | |
|
Rating Agency Fees
|
| | | | * | | |
|
Miscellaneous Fees and Expenses
|
| | | | * | | |
|
Total:
|
| | | $ | * | | |
|
Exhibit
No. |
| |
Description
|
|
|
1.1
|
| | Form of Underwriting Agreement (for Debt Securities).* | |
|
1.2
|
| | Form of Underwriting Agreement (for Preferred Shares).* | |
|
1.3
|
| | Form of Underwriting Agreement (for Common Shares).* | |
|
1.4
|
| | Form of Underwriting Agreement (for Depositary Shares).* | |
|
1.5
|
| | Form of Underwriting Agreement (for Warrants).* | |
|
4.1
|
| | Composite Copy of Amended and Restated Declaration of Trust of Industrial Logistics Properties Trust, dated as of January 11, 2018, as amended to date. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) | |
|
4.2
|
| | Amended and Restated Bylaws of Industrial Logistics Properties Trust, adopted March 25, 2019. (Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2019.) | |
|
4.3
|
| | Form of Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-230992.) | |
|
4.4
|
| | Form of Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-230992.) | |
|
4.5
|
| | Form of Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-230992.) | |
|
4.6
|
| | Form of Senior Debt Security.* | |
|
4.7
|
| | Form of Senior Subordinated Debt Security.* | |
|
4.8
|
| | Form of Junior Subordinated Debt Security.* | |
|
4.9
|
| | Form of Articles Supplementary for Preferred Shares.* | |
|
4.10
|
| | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
|
4.11
|
| | Form of Preferred Share Certificate.* | |
|
4.12
|
| | Form of Common Share Certificate. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-11, File No. 333-221708.) | |
|
4.13
|
| | Form of Warrant Agreement, including form of Warrant.* | |
|
5.1
|
| | Opinion of Sullivan & Worcester LLP.** | |
|
5.2
|
| | Opinion of Venable LLP.** | |
|
8.1
|
| | Opinion of Sullivan & Worcester LLP as to tax matters.*** | |
|
23.1
|
| | Consent of Deloitte & Touche LLP.** | |
|
23.2
|
| | Consent of Ernst & Young LLP.** | |
|
23.3
|
| | Consent of PKF O’Connor Davies, LLP.** | |
|
23.4
|
| | Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).** | |
|
23.5
|
| | Consent of Sullivan & Worcester LLP (included in Exhibit 8.1).*** | |
|
23.6
|
| | Consent of Venable LLP (included in Exhibit 5.2).** | |
|
24.1
|
| | Powers of Attorney of certain officers and trustees (included on signature page).** | |
|
25.1
|
| | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture.*** | |
|
25.2
|
| | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture.*** | |
|
Exhibit
No. |
| |
Description
|
|
|
25.3
|
| | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture.*** | |
|
107
|
| | Filing Fee Table.** | |
|
Exhibit
No. |
| |
Description
|
|
|
1.1
|
| | Form of Underwriting Agreement (for Debt Securities).* | |
|
1.2
|
| | Form of Underwriting Agreement (for Preferred Shares).* | |
|
1.3
|
| | Form of Underwriting Agreement (for Common Shares).* | |
|
1.4
|
| | Form of Underwriting Agreement (for Depositary Shares).* | |
|
1.5
|
| | Form of Underwriting Agreement (for Warrants).* | |
|
4.1
|
| | Composite Copy of Amended and Restated Declaration of Trust of Industrial Logistics Properties Trust, dated as of January 11, 2018, as amended to date. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) | |
|
4.2
|
| | | |
|
4.3
|
| | | |
|
4.4
|
| | | |
|
4.5
|
| | | |
|
4.6
|
| | Form of Senior Debt Security.* | |
|
4.7
|
| | Form of Senior Subordinated Debt Security.* | |
|
4.8
|
| | Form of Junior Subordinated Debt Security.* | |
|
4.9
|
| | Form of Articles Supplementary for Preferred Shares.* | |
|
4.10
|
| | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
|
4.11
|
| | Form of Preferred Share Certificate.* | |
|
4.12
|
| | | |
|
4.13
|
| | Form of Warrant Agreement, including form of Warrant.* | |
|
5.1
|
| | | |
|
5.2
|
| | | |
|
8.1
|
| | | |
|
23.1
|
| | | |
|
23.2
|
| | | |
|
23.3
|
| | | |
|
23.4
|
| | | |
|
23.5
|
| | | |
|
23.6
|
| | | |
|
24.1
|
| | | |
|
25.1
|
| | | |
|
25.2
|
| | |
|
Exhibit
No. |
| |
Description
|
|
|
25.3
|
| | | |
|
107
|
| | |
| | | | INDUSTRIAL LOGISTICS PROPERTIES TRUST | | |||
| | | | By: | | |
/s/ Yael Duffy
Yael Duffy
President and Chief Operating Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Yael Duffy
Yael Duffy
|
| | President and Chief Operating Officer | | |
February 14, 2023
|
|
|
/s/ Brian E. Donley
Brian E. Donley
|
| | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | |
February 14, 2023
|
|
|
/s/ Bruce M. Gans
Bruce M. Gans
|
| | Independent Trustee | | |
February 14, 2023
|
|
|
/s/ Lisa Harris Jones
Lisa Harris Jones
|
| | Independent Trustee | | |
February 14, 2023
|
|
|
/s/ Matthew P. Jordan
Matthew P. Jordan
|
| | Managing Trustee | | |
February 14, 2023
|
|
|
/s/ Joseph L. Morea
Joseph L. Morea
|
| | Independent Trustee | | |
February 14, 2023
|
|
|
/s/ Kevin C. Phelan
Kevin C. Phelan
|
| | Independent Trustee | | |
February 14, 2023
|
|
|
/s/ Adam D. Portnoy
Adam D. Portnoy
|
| | Managing Trustee | | |
February 14, 2023
|
|
|
/s/ June S. Youngs
June S. Youngs
|
| | Independent Trustee | | |
February 14, 2023
|
|
Exhibit 5.1
February 14, 2023
Industrial Logistics Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3, File No. 333-264448 (as amended by the Amendment, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), of Industrial Logistics Properties Trust, a Maryland real estate investment trust (the “Company”), proposed to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, you have requested our opinions set forth below.
You have provided us with a copy of the Registration Statement, which relates to up to $500,000,000 in aggregate amount of (i) debt securities of the Company (the “Debt Securities”), (ii) common shares of beneficial interest, $.01 par value per share, of the Company (the “Common Shares”), (iii) preferred shares of beneficial interest of the Company (the “Preferred Shares”), (iv) depositary shares representing fractional interests in Preferred Shares (“Depositary Shares”) evidenced by depositary receipts therefor (“Depositary Receipts”), and (v) warrants to purchase from or sell to the Company, or to receive from the Company the cash value of the right to purchase or sell, one or more classes of securities registered under the Registration Statement (the “Warrants” and, together with the Debt Securities, the Common Shares, the Preferred Shares and the Depositary Shares, the “Registered Securities”), in each case which may be offered from time to time by the Company, as set forth in the final prospectus that forms a part of the Registration Statement (the “Prospectus”), and as to be set forth in one or more final supplements to the Prospectus (each, a “Prospectus Supplement”). As described in the Registration Statement and the Prospectus, Registered Securities may be offered in combination with other Registered Securities. As described in the Prospectus, (i) the Debt Securities will be issued in one or more series pursuant to one or more of the indentures substantially in the form of Exhibit 4.3, Exhibit 4.4 or Exhibit 4.5 to the Registration Statement (each an “Indenture”), between the Company and the trustee party thereto (each, a “Trustee”); (ii) the Depositary Shares will be issued in one or more series pursuant to one or more depositary agreements (each, a “Depositary Agreement”) to be entered into between the Company and the depositary party thereto (each, a “Depositary”); and (iii) the Warrants will be issued in one or more series pursuant to one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and the warrant agent party thereto (each, a “Warrant Agent”). Each Indenture, Depositary Agreement and Warrant Agreement and each underwriting agreement and other agreement or instrument, if any, that are hereafter required to be filed as an exhibit to the Registration Statement by an amendment thereto or by the filing of a Form 10-K, Form 10-Q or Form 8-K by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Registration Statement, in connection with offerings of Debt Securities, Depositary Shares or Warrants are referred to herein as “Related Documents”.
Industrial Logistics Properties Trust
February 14, 2023
Page 2
In connection with this opinion letter, we have examined the Registration Statement, the Prospectus, the Indentures and originals or copies of such records, agreements and instruments of the Company, certificates of public officials and of officers of the Company and such other documents and records, and such matters of law, as we have deemed appropriate as a basis for the opinions expressed herein. In rendering such opinions, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein, we have relied without independent verification upon certificates of public officials, upon statements of officers or other representatives of the Company and statements of fact contained in documents we have examined.
For purposes of the opinions expressed herein, we have assumed that: (i) the Company is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland, (ii) the Company has the requisite organizational and legal power and authority to issue and offer the Registered Securities to be issued or offered by it and enter into and perform its obligations under the Related Documents to which it is or will be a party, and the issuance of the Registered Securities to be issued from time to time and the terms and conditions thereof and of the Related Documents, and the execution and delivery of the Related Documents to which the Company is or will be a party by the Company, will be duly authorized and approved on behalf of the Company (such approvals referred to herein as the “Trust Proceedings”), (iii) the Trust Proceedings, the issuance of the Registered Securities and the terms and conditions of Related Documents will be (A) in accordance with all applicable laws and the Company’s declaration of trust and bylaws, and (B) not in conflict with any contractual or other requirements or restrictions, including without limitation those that may be imposed by any court or governmental body having jurisdiction over the Company that are binding on the Company, (iv) each Trustee, Depositary and Warrant Agent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite organizational and legal power and authority to enter into and perform its obligations under the Related Documents to which it is a party, (v) the laws of the State of New York will be chosen to govern any Indenture, any Depositary Agreement, Depositary Shares and Depositary Receipts and any Warrant Agreement and Warrants, and that such choice is and will be legally valid and binding, (vi) when executed and delivered by the parties thereto, the Related Documents will be the valid and binding obligations of the parties thereto, other than the Company, enforceable in accordance with their terms, and (vii) except in the case of the forms of the Indentures, each Related Document will be properly filed by an amendment to the Registration Statement or by the filing of a Form 10-K, Form 10-Q or Form 8-K by the Company under the Exchange Act, and properly incorporated by reference in the Registration Statement, as permitted by the Securities Act and the rules and regulations of the Commission thereunder.
Industrial Logistics Properties Trust
February 14, 2023
Page 3
We express no opinion herein as to any laws other than the laws of the State of New York and the federal laws of the United States of America. Insofar as this opinion letter involves matters of Maryland law, we have, with your permission, relied solely on the opinion of Venable LLP dated February 14, 2023, a copy of which we understand you are filing as Exhibit 5.2 to the Registration Statement, and with respect to matters involving Maryland law, our opinion is subject to the exceptions, qualifications and limitations set forth in such opinion.
Our opinions set forth below with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.
Based on and subject to the foregoing, we are of the opinion that, as of the date hereof:
(1) Each series of Debt Securities will be valid and binding obligations of the Company, enforceable in accordance with their terms, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Debt Securities shall have been prepared and filed with the Commission, (ii) the applicable Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and a Form T-1 shall have been filed with the Commission and become effective under the TIA with respect to the trustee executing the applicable Indenture or any related supplemental indenture, (iii) all Trust Proceedings relating to such series of Debt Securities and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iv) the applicable Indenture (and any related supplemental indenture) shall have been duly executed and delivered by the Company and the applicable Trustee, and (v) such series of Debt Securities shall have been (A) duly executed by the Company, authenticated by the Trustee as provided in the applicable Indenture and Trust Proceedings and issued by the Company, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Indenture and Trust Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Debt Securities are being issued upon conversion, exchange or exercise.
Industrial Logistics Properties Trust
February 14, 2023
Page 4
(2) Each series of Depositary Shares will be validly issued, and the related Depositary Receipts will be validly issued and will entitle the holders thereof to the rights specified therein and in the applicable Depositary Agreement, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Depositary Shares and related Depositary Receipts shall have been prepared and filed with the Commission, (ii) all Trust Proceedings relating to such series of Depositary Shares and the underlying Preferred Shares and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iii) the applicable Depositary Agreement shall have been duly executed and delivered by the Company and the applicable Depositary, (iv) the underlying Preferred Shares shall have been validly issued and are fully paid and non-assessable and shall have been duly deposited with such Depositary under such Depositary Agreement, and (v) the applicable Depositary Receipts shall have been (A) duly executed by such Depositary as provided in such Depositary Agreement and the applicable Trust Proceedings and issued by such Depositary, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Depositary Agreement and Trust Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Depositary Shares are being issued upon conversion, exchange or exercise.
(3) Each series of Warrants will constitute the valid and binding obligations of the Company, enforceable in accordance with their terms, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Warrants shall have been prepared and filed with the Commission, (ii) all Trust Proceedings relating to such series of Warrants and the Registered Securities which are issuable upon exercise thereof and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iii) the applicable Warrant Agreement shall have been duly executed and delivered by the Company and the applicable Warrant Agent, and (iv) such Warrants shall have been (A) duly executed by the Company, authenticated by the Warrant Agent as provided in the applicable Warrant Agreement and the applicable Trust Proceedings and issued by the Company, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Warrant Agreement and Trust Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Warrants are being issued upon conversion, exchange or exercise.
The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect).
Industrial Logistics Properties Trust
February 14, 2023
Page 5
This opinion is rendered to you in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Sullivan & Worcester LLP | |
SULLIVAN & WORCESTER LLP |
Exhibit 5.2
February 14, 2023
Industrial Logistics Properties Trust
Two Newton Place
255 Washington Street
Suite 300
Newton, Massachusetts 02458-1634
Re: Registration Statement on Form S-3 (Registration No. 333-264448)
Ladies and Gentlemen:
We have served as Maryland counsel to Industrial Logistics Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $500,000,000 in aggregate amount of the following securities of the Company (collectively, the “Securities”): (i) debt securities (“Debt Securities”); (ii) preferred shares of beneficial interest (“Preferred Shares”); (iii) depositary shares representing whole or fractional interests in Preferred Shares (“Depositary Shares”); (iv) common shares of beneficial interest, $.01 par value per share (“Common Shares”); and (v) warrants to purchase from or sell to the Company, or to receive from the Company the cash value of the right to purchase or sell, Debt Securities, Preferred Shares, Depositary Shares or Common Shares (“Warrants”), covered by the above-referenced Registration Statement, including Post-Effective Amendment No. 1 and any additional amendments thereto (the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. The Registration Statement and the related form of prospectus included therein;
2. The Amended and Restated Declaration of Trust of the Company (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;
Industrial Logistics Properties Trust
February 14, 2023
Page 2
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions (the “Resolutions”) adopted by the Board of Trustees of the Company (the “Board”) relating to the registration of the Securities, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The issuance of, and certain terms of, the Securities to be issued by the Company from time to time will be authorized and approved by the Board, or a duly authorized committee thereof, in accordance with the Maryland REIT Law, the Declaration of Trust, the Bylaws and the Resolutions (such approval referred to herein as the “Trust Proceedings”).
Industrial Logistics Properties Trust
February 14, 2023
Page 3
6. Articles Supplementary creating and designating the number of shares and the terms of any class or series of Preferred Shares to be issued by the Company will be filed with and accepted for record by the SDAT prior to the issuance of such Preferred Shares.
7. Upon the issuance of any Securities that are Common Shares (“Common Securities”), including Common Securities which may be issued upon conversion or exercise of any other Securities convertible into or exercisable for Common Securities, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.
8. Upon the issuance of any Securities that are Preferred Shares (“Preferred Securities”), including (i) Preferred Securities which may be issued upon conversion or exercise of any other Securities convertible into or exercisable for Preferred Securities and (ii) Preferred Securities represented by Depositary Shares, the total number of Preferred Shares issued and outstanding, and the total number of issued and outstanding shares of the applicable class or series of Preferred Shares designated pursuant to the Declaration of Trust, will not exceed the total number of Preferred Shares or the number of shares of such class or series of Preferred Shares that the Company is then authorized to issue under the Declaration of Trust.
9. The Securities will not be issued or transferred in violation of any restriction or limitation contained in Article VII (Restriction on Transfer and Ownership of Shares) of the Declaration of Trust.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. Upon the completion of all Trust Proceedings relating to the Debt Securities, the issuance of the Debt Securities will be duly authorized.
3. Upon the completion of all Trust Proceedings relating to the Preferred Securities, the issuance of the Preferred Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Preferred Securities will be validly issued, fully paid and nonassessable.
4. Upon the completion of all Trust Proceedings relating to the Depositary Shares, the issuance of the Depositary Shares will be duly authorized.
Industrial Logistics Properties Trust
February 14, 2023
Page 4
5. Upon the completion of all Trust Proceedings relating to the Common Securities, the issuance of the Common Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Common Securities will be validly issued, fully paid and nonassessable.
6. Upon the completion of all Trust Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal or other state law. We express no opinion as to the compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. 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 1933 Act. Sullivan & Worcester LLP, counsel to the Company, may rely on this opinion in connection with an opinion of even date herewith to be issued by it relating to the issuance of the Securities.
Very truly yours, | ||
/s/ Venable LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333- 264448 on Form S-3 of our reports dated February 15, 2022, relating to the financial statements of Industrial Logistics Properties Trust (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 14, 2023
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Post-Effective Amendment No. 1 to Form S-3 No. 333-264448) and related Prospectus of Industrial Logistics Properties Trust for the registration of debt securities, common shares of beneficial interest, preferred shares of beneficial interest, depositary shares, and warrants and to the incorporation by reference therein of our report dated February 24, 2020, with respect to the consolidated financial statements of Industrial Logistics Properties Trust included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 14, 2023
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-264448) of Industrial Logistics Properties Trust of our report dated November 12, 2021, with respect to the consolidated financial statements and schedule of Monmouth Real Estate Investment Corporation included in Monmouth Real Estate Investment Corporation’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PKF O’Connor Davies, LLP
February 14, 2023
* * * * *
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Industrial Logistics Properties Trust
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||||||||||||||
Newly Registered Securities | |||||||||||||||||||||||||
Fees to be paid | Debt | Debt Securities | Rule 457(o) | — | — | — | — | — | |||||||||||||||||
Equity | Preferred Shares of Beneficial Interest | Rule 457(o) | — | — | — | — | — | ||||||||||||||||||
Equity | Depositary Shares Representing Preferred Shares(4) | Rule 457(o) | — | — | — | — | — | ||||||||||||||||||
Equity | Common Shares of Beneficial Interest, $.01 par value per share | Rule 457(o) | — | — | — | — | — | ||||||||||||||||||
Other | Warrants | Rule 457(o) | — | — | — | — | — | ||||||||||||||||||
Unallocated (Universal) Shelf | — | Rule 457(o) | (1)(2) | (1)(2) | $500,000,000(1)(2)(3) | 0.0001102 | $55,100 | ||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | |||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||
Total Offering Amounts | $500,000,000 | $55,100 | |||||||||||||||||||||||
Total Fees Previously Paid | — | ||||||||||||||||||||||||
Total Fee Offset | — | ||||||||||||||||||||||||
Net Fee Due | $55,100 |
(1) | An indeterminate number of or aggregate principal amount of the securities is being registered as may at various times be issued at indeterminate prices, with an aggregate public offering price not to exceed $500,000,000 or the equivalent thereof in one or more currencies or, if any debt securities are issued at any original issuance discount, such greater amount as shall result in net proceeds of $500,000,000 to the registrant. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, including under any anti-dilution provisions, or that are issued in units or represented by depositary shares. |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the securities being registered hereunder include such indeterminate number of securities as may be issuable with respect to the shares being registered hereunder as a result of share splits, share dividends or similar transactions. |
(3) | Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
(4) | Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event the Registrant elects to offer to the public fractional interests in preferred shares of beneficial interest registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and preferred shares of beneficial interest will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares. |
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