EX-5 4 dkm441b.txt EXHIBIT 5.2 - FOLEY & LARDNER OPINION RE LEGALITY FOLEY : LARDNER FOLEY & LARDNER ATTORNEYS AT LAW The Greenleaf Building 200 Laura Street Jacksonville, Florida 32202-3510 August 15, 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 040521-0157 Regency Centers Corporation 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 Re: Registration Statement on Form S-3 SEC File No. 333-37911 Ladies and Gentlemen: We are acting as counsel to Regency Centers Corporation, a Florida corporation (the "Company"), in connection with its registration statement on Form S-3 filed with the Securities and Exchange Commission relating to the sale by the Company of 3,600,000 shares of common stock of the Company, par value $.01 per share, plus up to 540,000 additional shares of common stock, par value $.01 per share to cover over- allotments, if any (collectively, the "Shares"). In connection with the sale of such securities, which the Company has held as treasury shares, we have examined and are familiar with: (a) the articles of incorporation and bylaws of the Company, (b) the proceedings of and actions taken by the Board of Directors of the Company in connection with the sale of the Shares and (c) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion. Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares have been validly issued and are 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 "Legal Matters" in the prospectus supplement relating to the offering of the Shares dated August 12, 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. Sincerely, FOLEY & LARDNER By: /s/ Foley & Lardner -------------------------------------- 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