-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ag8DcAlwb9vMAu0uNEjRTUzSIqCUgm/QEDBu21FgdBzFrc6RELRr47aA8IZftRjP /+63Lr9Ewyxa5/NlDph1mg== 0000950134-98-000850.txt : 19980209 0000950134-98-000850.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950134-98-000850 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980206 EFFECTIVENESS DATE: 19980206 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45747 FILM NUMBER: 98524041 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 6, 1998 Registration No. 33-_______ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------------- HALLWOOD REALTY PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 752313955 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3710 RAWLINS, SUITE 1500 DALLAS, TEXAS 75219 (Address of principal executive offices) (Zip code) --------------------------------------------- 1995 UNIT OPTION PLAN FOR HALLWOOD REALTY PARTNERS, L.P. (Full title of the plan) --------------------------------------------- WILLIAM L. GUZZETTI PRESIDENT AND CHIEF OPERATING OFFICER HALLWOOD REALTY PARTNERS, L.P. 3710 RAWLINS, SUITE 1500 DALLAS, TEXAS 75219 (Name and address of agent for service) (214) 528-5588 (Telephone number, including area code, of agent for service) With a copy to W. ALAN KAILER, ESQ. JENKENS & GILCHRIST, P.C. 1445 ROSS AVENUE, SUITE 3200 DALLAS, TEXAS 75202-2799 (214) 855-4500 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Limited Partner Units 86,000 units $11.875 $1,021,050 $301.21 ====================================================================================================================================
(1) Consists of 86,000 units representing limited partner interests reserved for issuance to directors, employees and consultants of Hallwood Realty Partners, L.P. and its subsidiaries pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. and the Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. (2) Calculated pursuant to rule 457(h) based on the exercise price of the options specified in the Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION*. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*. - ----------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Hallwood Realty Partners, L.P. (the "Partnership") hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (1) The Partnership's Annual Report on Form 10-K for the year ended December 31, 1996. (3) The Partnership's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (3) The description of units of the Partnership, (the "Units") set forth in the registration statement on Form 8-A filed with the Commission on October 3, 1990, as amended, on October 19, 1990, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Partnership has authority under Section 17-108 of Subtitle II to Title 6 of the Delaware Trade and Commerce Law (the "Delaware Code") to indemnify its directors and officers. The Restated and Amended Agreement of Limited Partnership (the "Partnership Agreement") provides that the Partnership shall indemnify its directors, officers, partners, employees and agents of the General Partner and its affiliates (each an "Indemnitee") to the full extent permitted by the Delaware Code or other provisions of the laws of Delaware. The Partnership Agreement provides indemnification against any losses or claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or II-1 3 investigative, in which the Indemnitee may be involved, or threatened to be involved arising by reason of (i) his management of the affairs of the Partnership, each of the Equitec Partnerships or the General Partner or (ii) his status as a General Partner, an affiliate thereof, or partner, director, officer, employee thereof or a person serving at the request of the Partnership, the General Partner or any affiliate thereof in an entity in a similar capacity, which relates to or arises out of the Partnership, its property, business or affairs or the General Partner, its properties, businesses or affairs or (iii) any document filed with or submitted to the Commission or any state securities regulatory agency or otherwise disseminated in connection with the offer or sale, or proposed offer or sale of Units in connection with the exchange (the "Exchange") of Units for partnership interests in Equitec Financial Group, Inc., as described in the proxy statement and prospectus contained in the Partnership's Form S-4, filed with the Commission on June 28, 1990, as amended, on June 29, 1990, which Form S-4 is incorporated herein by reference. Indemnification under (ii) above includes, but is not limited to indemnification with respect to acts, practices or omissions occurring prior to, during or after consummation of the Exchange and any representations or warranties made in connection therewith. The Partnership Agreement prohibits indemnification with respect to any claim, issue or matter in which the Indemnitee is adjudged liable for actual fraud or willful or wanton misconduct, unless the court in which such action was brought, or another court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Indemnitee is fairly and reasonably entitled to indemnification. The Partnership Agreement permits the Partnership to advance legal expenses to an Indemnitee, provided the Partnership receives an undertaking by the Indemnitee to repay such advances unless it is ultimately determined that the indemnified party is entitled to indemnification. The Partnership Agreement further permits the Partnership to purchase and maintain liability, indemnification and/or other similar insurance. The Partnership Agreement provides that the General Partner, its Affiliates and all officers, partners, directors, employees and agents of the General Partner and its affiliates shall not be liable to the Partnership, any limited partner, assignee or any other person who has acquired an interest in the Partnership for any losses sustained or liabilities incurred, including monetary damages, as a result of any act or omission, unless such act or omission constitutes (a) a breach of any duty of loyalty to the Partnership, (b) an act or omission in bad faith which involves intentional misconduct or a knowing violation of law, or (c) a transaction from which an improper personal benefit is derived. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following documents are filed as a part of this Registration Statement.
Exhibit Description ------- ----------- 4.1* 1995 Unit Option Plan For Hallwood Realty Partners, L.P. 4.2* 1995 Unit Option Loan Program 4.3** Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. 4.4*** Certificate of Limited Partnership of Hallwood Realty Partners, L.P. 4.5*** Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P. 5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1** Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1) 23.2** Consent of Deloitte & Touche LLP 24.1** Power of Attorney (included on signature page)
----------------- * Filed as an exhibit to registrant's Form 10-K for the fiscal year ended December 31, 1994, filed with the Commission on March 6, 1995, and incorporated herein by reference. II-2 4 ** Filed herewith. The form of Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. will be executed by each optionee. *** Filed as an exhibit to registrant's Form S-4 (No. 33-35621), filed with the Commission on June 28, 1990, as an amended, on June 29, 1990, and incorporated herein by reference. ITEM 9. UNDERTAKINGS. A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (c) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as an indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as an expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as an expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on January 30, 1998: HALLWOOD REALTY CORPORATION By: /s/ William L. Guzzetti ------------------------------------------- William L. Guzzetti, President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints William L. Guzzetti and Anthony J. Gumbiner, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as an fully to all intents and purposes as an he might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates included:
SIGNATURE CAPACITY DATE - --------- -------- ---- /s/ Anthony J. Gumbiner Chairman of the Board and Director January 30, 1998 - ----------------------------------- of Hallwood Realty Corporation Anthony J. Gumbiner (Chief Executive Officer) /s/ William L. Guzzetti President and Director January 30, 1998 - ----------------------------------- Hallwood Realty Corporation William L. Guzzetti (Chief Operating Officer) /s/ John G. Tuthill Executive Vice President and Secretary January 30, 1998 - ----------------------------------- Hallwood Realty Corporation John G. Tuthill /s/ Jeffrey D. Gent Vice President - Finance January 30, 1998 - ----------------------------------- Hallwood Realty Corporation Jeffrey D. Gent (Chief Accounting Officer) Director _________, 1998 - ----------------------------------- Hallwood Realty Corporation Alan G. Crisp /s/ William F. Forsyth Director January 30, 1998 - ----------------------------------- Hallwood Realty Corporation William F. Forsyth /s/ Edward T. Story Director January 30, 1998 - ----------------------------------- Hallwood Realty Corporation Edward T. Story /s/ Brian M. Troup Director January 30, 1998 - ----------------------------------- Hallwood Realty Corporation Brian M. Troup /s/ Udo H. Walther Director January 30, 1998 - ----------------------------------- Hallwood Realty Corporation Udo H. Walther
II-4 6 INDEX TO EXHIBITS
Sequential Numbering Exhibit Description Page No. ------- ----------- ---------- 4.1* 1995 Unit Option Plan For Hallwood Realty Partners, L.P. 4.2* 1995 Unit Option Loan Program 4.3** Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. 4.4*** Certificate of Limited Partnership of Hallwood Realty Partners, L.P. 4.5*** Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P. 5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1** Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1) 23.2** Consent of Deloitte & Touche LLP 24.1** Power of Attorney (included on signature page)
---------------------------------------------------------------------------- * Filed as an as an exhibit to registrant's Form 10-K (No. 001-10643) for the fiscal year ended December 31, 1994, filed with the Commission on March 6, 1995, and incorporated herein by reference. ** Filed herewith. The form of Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. will be executed by each optionee granted an option under the Unit Option Plan. *** Filed as an exhibit to registrant's Form S-4 (No. 33-35621), filed with the Commission on June 28, 1990, as amended, on June 29, 1990, and incorporated herein by reference. EX-4.3 2 NON-QUALIFIED UNIT OPTION AGREEMENT 1 EXHIBIT 4.3 NONQUALIFIED UNIT OPTION AGREEMENT GRANTED PURSUANT TO THE 1995 UNIT OPTION PLAN FOR HALLWOOD REALTY PARTNERS, L.P. A Nonqualified Unit Option (the "Option") for a total of [number of units] units representing limited partnership interests ("Unit(s)") in Hallwood Realty Partners, L.P. (the "Partnership"), is hereby granted to [name of optionee] (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of, the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. (the "Plan"), which is incorporated herein by reference, in consideration for Optionee's service to the Partnership and to provide incentive to the Optionee to continue service to the Partnership, which has been and shall be performed outside the United States and the United Kingdom. This Agreement refers to Units of the Partnership after giving effect to the one-for-five reverse unit split approved by the general partner of the Partnership on the Date of Grant (as hereinafter defined). 1. OPTION PRICE. The option price is $11.875 for each Unit. 2. DATE OF GRANT. This Option is granted as of February 27, 1995 (the "Date of Grant"). 3. EXERCISE OF OPTION. This Option shall be exercisable in whole or in part in accordance with the provisions of the Plan as follows: (i) SCHEDULE OF RIGHTS TO EXERCISE. (a) [number] Units upon the Date of Grant. (b) [number] Units after February 27, 1996. (c) [number] Units after February 27, 1997. or on such earlier date as this Option may vest in accordance with Section 7(d) of the Plan, but subject always to the limits set forth in Section 7(e) of the Plan. (ii) METHOD OF EXERCISE. This Option shall be exercisable by a written notice delivered to the Company which shall: (a) state the election to exercise the Option and the number of Units in respect of which it is being exercised; and (b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Partnership, of the right of such person or persons to exercise the Option. (iii) PAYMENT. The exercise price of any Units purchased shall be paid solely in cash, by certified or cashier's check, by money order, with Units (provided that at the time of exercise the Committee in its sole discretion does not prohibit the exercise of Options through the delivery of already-owned Units) or by a combination of the above; provided, however, that the Committee in its sole discretion may accept a personal check in full or partial payment of any Units. If the exercise price is paid in whole or in part with Units, the value of the Units surrendered shall be their Fair Market Value on the date received by the Company. Any Units delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed and transfer and assignment to the Partnership. (iv) WITHHOLDING. The Optionee shall make satisfactory arrangements for the withholding of any amounts necessary for withholding in accordance with applicable Federal or state income tax laws. (v) ISSUANCE OF UNITS. No person shall be, or have any of the rights or privileges, of, a unitholder of the Partnership with respect to any of the Units subject to an Option unless and until certificates representing such Units shall have been issued and delivered to such person. As a condition of any issuance of a certificate for Units, the Committee may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of the Plan, the agreement evidencing the Option or any law or regulation including, but not limited to, the following: 2 (a) A representation, warranty or agreement by the Optionee to the Partnership at the time any Option is exercised that he or she is acquiring the Units to be issued to him or her for investment and no with a view to, or for sale in connection with, the distribution of any such Units; and (b) A representation, warranty or agreement to be bound by any legends that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities laws deemed by the Committee to be applicable to the issuance of the Units and are endorsed upon the Unit certificates. (vi) SURRENDER OF OPTION. Upon exercise of this Option in part, if requested by the Partnership, the Optionee shall deliver this Option and any other written agreements executed by the Partnership and the Optionee with respect to this Option to the Partnership who shall endorse or cause to be endorsed thereon a notation of such exercise and return all agreements to the Optionee. 4. TRANSFERABILITY OF OPTION. In the Optionee's discretion, this Option may be transferred by the Optionee by gift or by contribution to (a) any member of Optionee's immediate family; (b) any entity of which Optionee or members of Optionee's family are the sole equity owners or beneficiaries or, if there are discretionary beneficiaries, among the class of discretionary beneficiaries; or (c) any combination of the foregoing. 5. TERM OF OPTION. This Option may not be exercised after the expiration of ten (10) years from the Date of Grant of this Option and is subject to earlier termination as provided in Section 8 of the Plan. This Option may be exercised during such term only in accordance with the Plan and the terms of this Option. 6. ADMINISTRATION. The Plan and this Option shall be administered by the Committee provided for and described in Section 13 of the Plan. HALLWOOD REALTY PARTNERS, L.P. By: Hallwood Realty Corporation, its general partner By: ----------------------- Name: ----------------------- Title: ----------------------- Optionee acknowledges receipt of a copy of the Plan, and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under the Plan. ---------------------------------------- Optionee 2 EX-5.1 3 OPINION & CONSENT OF JENKENS & GILCHRIST 1 EXHIBIT 5.1 OPINION OF JENKENS & GILCHRIST Hallwood Realty Partners, L.P. 3710 Rawlins Street, Suite 1500 Dallas, Texas 75219 Re: Hallwood Realty Partners, L.P. Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Hallwood Realty Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about January __, 1998, under the Securities Act of 1933, as amended (the "Act"), relating to 86,000 units (the "Units") of the Partnership that may be issued by the Partnership under the 1995 Unit Option Plan for Hallwood Realty Partners, L.P., the 1995 Unit Option Loan Program for Hallwood Realty Partners, L.P. and the 1995 Nonqualified Unit Option Plan for the Partnership Granted Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners, L.P. (collectively, the "Plans"). You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Certificate of Limited Partnership of the Partnership, as amended; (2) the Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"); (3) minutes and records of the proceedings of the Partnership with respect to the establishment of the Plans, the issuance of Units pursuant to the Plans, the Registration Statement and related matters; (4) the Registration Statement and exhibits thereto; (5) the Plans; and (6) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, and as to the content and form of the Certificate of Incorporation, the Partnership Agreement, minutes, records, resolutions and other documents or writings of the Partnership, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers of the Partnership and upon documents, records and instruments furnished to us by the Partnership, without independent check or verification of their accuracy. Based upon the firm's examination, consideration of, and reliance on the documents and other matters described above, and subject to the assumptions noted below, this firm is of the opinion that the Partnership presently has available at least 86,000 units of authorized but unissued Units from which may be issued the Units proposed to be issued pursuant to the exercise of options (the "Options") to purchase Units granted under the Plans. Assuming that (1) the outstanding Options are duly granted, and the Options to be granted in the future will be duly granted, in accordance with the terms of the Plans; (2) the Partnership maintains an adequate number of authorized but unissued Units available for issuance to those persons granted Options under the Plans; and (3) the consideration for the Units issued pursuant to the Plans is actually received by the Partnership as provided in the Plans (and/or the agreements executed in connection with the Plans). then the 86,000 Units that may be issued in accordance with the terms of the Plans will represent, when and if issued, valid limited partnership interests in the Partnership, as to which the limited partners will have no liability, subject to the obligation of a limited partner to repay the amount of any distribution wrongfully received from the Partnership for a period of three (3) years from the date of the distribution. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within 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 thereunder. Sincerely, JENKENS & GILCHRIST, a Professional Corporation By: /s/ W. Alan Kailer ---------------------------------- W. Alan Kailer, for the firm WAK/glw 2 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Hallwood Realty Partners, L.P. on Form S-8 of our report dated February 11, 1997, appearing in the Annual Report on Form 10-K of Hallwood Realty Partners, L.P. for the year ended December 31, 1996. /s/ Deloitte & Touche DELOITTE & TOUCHE LLP Dallas, Texas February 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----