8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2006

HRPT PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-332-3990

(Registrant’s Telephone Number, Including Area Code)

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))

Explanatory Note

The purpose of this amendment is to amend Exhibit 5.2 to the Current Report on Form 8-K (the “Original Form 8-K”) filed by HRPT Properties Trust (the “Company”) on March 15, 2006, to correct a typographical error in Exhibit 5.2 and to refile Exhibit 5.1 which, by its terms, relies upon the matters set forth in Exhibit 5.2. Exhibit 5.1 and Exhibit 5.2 attached hereto supersede in their entirety those respective exhibits filed pursuant to the Original Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.
1.1	Underwriting Agreement dated as of March 13, 2006 between HRPT Properties Trust and the underwriters named therein, pertaining to $400,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2011. (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 13, 2006)
4.1	Form of Supplemental Indenture No. 16 dated as of March 16, 2006 between HRPT Properties Trust and U.S. Bank National Association, including the form of Floating Rate Senior Note due 2011. (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 13, 2006)
5.1	Opinion of Sullivan & Worcester LLP.
5.2	Opinion of Venable LLP.
8.1	Opinion of Sullivan & Worcester LLP re: tax matters. (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 13, 2006)
23.1	Consents of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).
23.2	Consent of Venable LLP (contained in Exhibit 5.2).
23.3	Consent of Ernst & Young LLP. (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 13, 2006)

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 hereunto duly authorized.

HRPT PROPERTIES TRUST

By: /s/ John C. Popeo

John C. Popeo

Treasurer and Chief Financial Officer

Dated: March 15, 2006

EX-5.1

Exhibit 5.1

[letterhead of Sullivan & Worcester LLP]

March 13, 2006

HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Re:	HRPT Properties Trust
	$400,000,000 Floating Rate Senior Notes due 2011

Ladies and Gentlemen:

We have acted as counsel to HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with the Company’s authorization for issuance and sale of an aggregate of $400,000,000 in principal amount of the Company’s Floating Rate Senior Notes due 2011 (the “Senior Notes”), to be issued pursuant to the Indenture, dated as of July 9, 1997 (the “Base Indenture”), between the Company and U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company, as Trustee (the “Trustee”), to be supplemented by Supplemental Indenture No. 16, to be dated on or about March 16, 2006 (in the form provided to us by the Company, the “Supplemental Indenture”), between the Company and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). We understand that the Senior Notes are to be offered and sold under the Company’s Registration Statement on Form S-3, No. 333-114285, as amended (the “Registration Statement”).

In connection with this opinion, we have examined and relied upon copies of (i) the Registration Statement, (ii) the final Prospectus dated June 28, 2004 (the “Base Prospectus”) relating to the Registration Statement, (iii) the final Prospectus Supplement to the Base Prospectus dated March 13, 2006 relating to the Senior Notes (the “Prospectus Supplement” and the Base Prospectus, as supplemented thereby, the “Prospectus”), (iv) the Indenture, and (iv) resolutions adopted by the Board of Trustees of the Company on March 13, 2006 and resolutions adopted by an Ad Hoc Pricing Committee of the Board of Trustees of the Company on March 13, 2006, each relating to the Senior Notes. We have also examined and relied upon 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 necessary as a basis for the opinions hereinafter expressed. In making such examination, 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 originals of all documents submitted to us as copies, which facts we have not independently verified.

We have assumed for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, the Indenture, that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations, and that the Indenture is and

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March 13, 2006

Page 2

will be the valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms.

We express no opinion herein as to any laws other than the laws of the Commonwealth of Massachusetts and the federal laws of the United States. Insofar as this opinion involves matters of Maryland law we have, with the Company’s permission, relied solely upon the opinion of even date herewith of Venable LLP, a copy of which we understand the Company is filing as Exhibit 5.2 to its Current Report on Form 8-K, dated March 13, 2006 (the “Current Report”), and with respect to matters involving Maryland law our opinion is subject to the limitations and qualifications set forth in such opinion.

Our opinion set forth below with respect to the validity or binding effect of the Senior Notes or any obligations is subject to (i) limitations arising under applicable bankruptcy, insolvency, reorganization, fraudulent transfer 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 (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or injunctive or other equitable relief, and (iii) an implied duty on the part of the party seeking to enforce rights or remedies to take action and make determinations on a reasonable basis and in good faith to the extent required by applicable law.

Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Senior Notes have been duly authorized and, when (i) the Supplemental Indenture shall have been duly executed and delivered by the parties thereto and (ii) the Senior Notes have been (A) duly executed and delivered by the Company and authenticated by the Trustee as provided in the Indenture, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus and the Indenture, will constitute validly issued and binding obligations of the Company.

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. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report, which is incorporated by reference into the Registration Statement and the Prospectus, and to references to this firm under the caption “Validity of the Offered Securities” in the Base Prospectus and “Legal Matters” in the Prospectus Supplement. 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 Securities Act of 1933, as amended.

Very truly yours,

/s/ SULLIVAN & WORCESTER LLP

SULLIVAN & WORCESTER LLP

EX-5.2

Exhibit 5.2

[LETTERHEAD OF VENABLE LLP]

March 13, 2006

HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Re:	Registration Statement on Form S-3
	(File No. 333-114285)

Ladies and Gentlemen:

We have served as Maryland counsel to HRPT Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with certain matters of Maryland law arising out of the issuance of $400,000,000 aggregate principal amount of the Company's Floating Rate Senior Notes due 2011 (the "Notes"), covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), 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"). The Notes are to be issued in an underwritten public offering (the "Offering") pursuant to a Prospectus Supplement, dated March 13, 2006 (the "Prospectus Supplement"). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Registration Statement.

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 prospectus included therein;

2.The Prospectus Supplement, substantially in the form to be filed with the Commission;

3.The Amended and Restated Declaration of Trust, as amended and supplemented, of the Company, certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

4.The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

HRPT Properties Trust

March 13, 2006

Page 2

5.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6.Resolutions adopted by the Board of Trustees of the Company, or a duly authorized committee thereof, relating to the authorization of the issuance of the Notes, certified as of the date hereof by an officer of the Company (the "Resolutions");

7.A certificate executed by an officer of the Company, dated as of the date hereof; and

8.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.

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.

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2.The issuance of the Notes has been duly authorized and, when issued and delivered by the Company against payment therefor pursuant to the Resolutions and otherwise in accordance with the Registration Statement, the Notes will be validly issued.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to 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 subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

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 solely for submission to the Commission as an exhibit to the Company's Current Report on Form 8-K relating to the issuance of the Notes (the "Current Report"), which is incorporated by reference in the Registration Statement. Accordingly, this opinion may not be relied upon by, quoted in any manner to, or delivered to any other person or entity (other than Sullivan & Worcester LLP, counsel to the Company, in connection with an opinion of even date herewith to be issued by it relating to the issuance of the Notes) without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference 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.

Very truly yours,

/s/ Venable LLP