Exhibit 5.1


                    [LETTERHEAD OF HOGAN & HARTSON L.L.P.]


                                       November 26, 2001


Board of Trustees
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland  20852


Ladies and Gentlemen:

     This firm has acted as counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Trust"), in connection with the
offer and sale of up to 5,750,000 8 1/2% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, $25.00 Liquidation Value Per Share,
$.01 Par Value Per Share of the Trust (the "Shares"), issued pursuant to an
underwritten public offering of the Trust in the manner and upon the terms set
forth in the Registration Statement on Form S-3 filed by the Trust with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and which became effective on September 30, 1998 (the "Registration Statement"),
as well as the Prospectus dated September 30, 1998 and the Prospectus Supplement
thereto dated November 19, 2001 (collectively, the "Prospectus"). This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5),
in connection with the Registration Statement.

     For purposes of this opinion letter, we have examined copies of the
following documents:

     1.  An executed copy of the Registration Statement.

     2.  The Declaration of Trust of the Trust, as certified by the Maryland
         State Department of Assessments and Taxation on November __, 2001 and
         the Secretary of the Trust on November 26, 2001 as being complete,
         accurate and in effect.

     3.  The Bylaws of the Trust, as certified by the Secretary of the Trust
         on November 26, 2001 as being complete, accurate and in effect.

     4.  Certain resolutions of the Board of Trustees of the Trust adopted by
         unanimous written consent on November 13, 2001, and Resolutions of the
         Pricing Committee of the Board adopted on


         November 19, 2001, each as certified by the Secretary of the Trust on
         November 26, 2001 as being complete, accurate and in effect, relating
         to, among other things, the issuance of the Shares and arrangements in
         connection therewith.

     5.  An executed copy of the Underwriting Agreement and related Pricing
         Agreement, each dated November 19, 2001, by and among the Trust and
         Morgan Stanley & Co. Incorporated, First Union Securities, Inc.,
         Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
         Barney Inc., as representatives of the several underwriters named on
         Schedule I to the Pricing Agreement (collectively, the "Underwriting
         Agreement").

     6.  A memorandum to the file dated November 24, 1999 relating to oral
         confirmation from the Securities and Exchange Commission that the
         Registration Statement became effective on September 30, 1998.

     In our examination of the aforesaid certificates, documents and agreements,
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). We have also assumed that the Shares will not be issued in
violation of the ownership limit contained in the Declaration of Trust. This
opinion is given, and all statements herein are made, in the context of the
foregoing.

     This opinion letter is based as to matters of law on applicable provisions
of Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland, as amended, and applicable provisions of the Maryland General
Corporation Law, as amended. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations. As used herein, the terms "Title 8
of the Corporations and Associations Article of the Annotated Code of Maryland,
as amended" and "Maryland General Corporation Law, as amended" include the
applicable statutory provisions contained therein and all applicable provisions
of the Maryland Constitution and reported judicial decisions interpreting these
laws.

     Based upon, subject to and limited by the foregoing, we are of the opinion
that the Shares are duly authorized and, when issued and delivered pursuant to
the terms of the Underwriting Agreement upon receipt by the Trust of the
consideration for the Shares specified in the resolutions of the Pricing
Committee described in paragraph 4 above, the Shares will be validly issued,
fully paid and nonassessable.

     This opinion letter has been prepared for your use in connection with the
offering and sale of the Shares and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus Supplement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.

                                       Very truly yours,


                                       /s/ HOGAN & HARTSON L.L.P.




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