LEXINGTON REALTY TRUST | ||
(Exact name of registrant as specified in its charter) | ||
Maryland | 1-12386 | 13-3717318 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Penn Plaza, Suite 4015, New York, New York | 10119-4015 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 692-7200 | ||
(Registrant's telephone number, including area code) |
N/A |
(Former name or former address, if changed since last report) |
___ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
8.1 | Tax Opinion of Paul Hastings LLP |
23.1 | Consent of Paul Hastings LLP (included as part of Exhibit 8.1) |
Lexington Realty Trust | ||
Date: February 28, 2013 | By: | /s/ Patrick Carroll |
Patrick Carroll | ||
Chief Financial Officer |
8.1 | Tax Opinion of Paul Hastings LLP |
23.1 | Consent of Paul Hastings LLP (included as part of Exhibit 8.1) |
(a) | the Registration Statement; |
(b) | the Declaration of Trust of the Company, dated as of December 22, 1997, as amended to date; |
(c) | the By-Laws of the Company, as amended to date; and |
(d) | the Officer’s Certificate of the Company, dated as of the date hereof, and the Officer’s Certificates of Concord Debt Holdings LLC, a Delaware limited liability company, Concord Debt Funding Trust, a Maryland real estate investment trust, and CDH CDO LLC, a Delaware limited liability company, dated as of January 11, 2013 (the “Officer’s Certificates”). |
A. | We have made such factual and legal inquiries, including examination of the documents set forth above, as we have deemed necessary or appropriate for purposes of our opinion and after such inquiries, we are not aware of any material facts inconsistent with representations made in the Officer’s Certificates. As to matters of fact relevant to this opinion, we have relied without independent investigation on, and assumed the accuracy and completeness of, the factual representations in the Officer’s Certificates. We have not made an investigation as to, and have not independently verified the facts underlying such representations or covered by the Officer’s Certificates. We have consequently relied upon the representations in each Officer’s Certificate that the information presented in such document or otherwise furnished to us accurately and completely describes all material facts relevant to our opinion. In addition, to the extent that any of the representations provided to us in the Officer’s Certificates are with respect to matters set forth in the Code or Treasury Regulations thereunder, the individuals making such representations have reviewed with us or other tax counsel the relevant portion of the Code and the applicable Regulations. With respect to the qualification and taxation of Concord Debt Funding Trust as a REIT under the Code, for the period prior to and including December 31, 2006, we have also assumed to be true and are expressly relying upon the opinion, dated December 21, 2006, delivered to Concord Debt Funding Trust, among others, by Katten Muchin Rosenman LLP. |
B. | We have assumed that the Company, Concord Debt Holdings LLC, Concord Debt Funding Trust, and CDH CDO LLC have operated and will continue to be operated in the manner described in the Officer’s Certificates, the Registration Statement and the applicable organizational documents and that all terms and provisions of such documents have been and will continue to be complied with. |
C. | We have assumed the genuineness of all signatures, the authenticity and completeness of all documents, certificates and instruments submitted to us as originals, the conformity with the originals of all documents, certificates and instruments submitted to us as copies and the legal capacity to sign of all individuals executing such documents, certificates and instruments. |
D. | We have assumed that there are no oral modifications or written agreements or understandings which limit, modify or otherwise alter the terms, provisions, and conditions of, or relate to, the Registration Statement and the transactions contemplated therein. |
E. | We express no opinion as to (1) the effect on the opinions expressed herein of the compliance or non-compliance of the Company or any other party with any state, federal or other laws or regulations applicable to it and (2) the impact, if any, of dispositions, if any, treated as prohibited transactions pursuant to Section 857 of the Code. |
F. | We have assumed that the Company will use the proceeds of any primary offerings pursuant to the Registration Statement as provided therein. |
1. | Commencing with its taxable year ended December 31, 1993, the Company has been organized and has operated in conformity with the requirements for qualification as a REIT pursuant to Sections 856 through 860 of the Code, and the Company’s current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and |
2. | The statements set forth in the Prospectus Supplement, under the caption entitled, "United States Federal Income Tax Considerations," insofar as they purport to summarize the legal matters referred to therein, are accurate summaries of such legal matters in all material respects. |