EX-5 9 dkm326g.txt EXHIBIT 5.1 - LEGAL OPINION OF FOLEY & LARDNER FOLEY & LARDNER FOLEY & LARDNER Attorneys at Law The Greenleaf Building 200 Laura Street Jacksonville, Florida 32202-3510 April 3, 2003 P. O. Box 240 Jacksonville, Florida 32201-0240 904.359.2000 TEL 904.359.8700 FAX www.foleylardner.com WRITER'S DIRECT LINE 904.359.2000 mgreenhut@foleylaw.com Email CLIENT/MATTER NUMBER 040521-01057 Regency Centers Corporation 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 Re: Registration Statement on Form S-3 Gentlemen: This opinion is being furnished in connection with the Registration Statement on Form S-3 (Registration No. 333-37911) of Regency Centers Corporation ("Regency") under the Securities Act of 1933, as amended, for the issuance of 3,000,000 Depositary Shares (the "Depositary Shares") each representing 1/10 of a share of 7.45% Series 3 Cumulative Redeemable Preferred Stock of Regency (liquidation preference $25 per Depositary Share). In connection with the issuance of such securities, we have examined and are familiar with: (a) the articles of incorporation and bylaws of Regency, as presently in effect, (b) the proceedings of and actions taken by the Board of Directors of Regency in connection with the issuance of the Depositary Shares and (c) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion. Based on the documents set forth above, we are of the opinion that the Depositary Shares have been duly authorized, and when duly issued and delivered against payment therefor, will be legally issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the state of Florida. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof. We hereby consent to the inclusion of this opinion as Exhibit 5 in said Registration Statement and to the reference to this firm under the caption "Validity of Shares" in the prospectus supplement relating to the offering of the Depositary Shares dated March 27, 2003. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C. DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH MADISON TALLAHASSEE Sincerely, FOLEY & LARDNER By: /s/ Linda Y. Kelso -------------------------------------