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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 10, 1996
Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
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(State or other jurisdiction Commission File Number) (IRS Employer
of incorporation Identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 301/998-8100
Exhibit Index appears on page 3
Item 5. Other Events
Exhibits are filed herewith in connection with Federal Realty
Investment Trust's final prospectus supplement dated December 10, 1996 to its
final prospectus dated November 7, 1995 (Registration No. 33-63687) filed with
the Securities and Exchange Commission on December 11, 1996 and relating to the
Trust's offering of 1,600,000 common shares of beneficial interest, no par or
stated value ("Shares"). Attached as Exhibit 5 hereto is an opinion from
Kirkpatrick & Lockhart LLP regarding the legality of the Shares. The consent of
Kirkpatrick & Lockhart LLP to the inclusion of such opinion in this Form 8-K is
included in the opinion.
Item 7. Financial Statements and Exhibits
Exhibit 5 Opinion Regarding Legality
Exhibit 23 Consent of Counsel (included in Exhibit 5)
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 hereto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
/s/ Cecily A. Ward
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Cecily A. Ward
Controller (Principal Accounting Officer)
Date: December 12, 1996
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EXHIBIT INDEX
ITEM NO. PAGE NO.
5 Opinion regarding Legality
23 Consent of Counsel (included in the opinion)
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue
Second Floor
Washington, D.C. 20036
December 12, 1996
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
Ladies and Gentlemen:
You have requested our opinion as counsel to Federal Realty Investment
Trust, a business trust organized under the laws of the District of Columbia
with its headquarters located in Rockville, Maryland ("Trust"), in connection
with a Prospectus Supplement, dated December 10, 1996 to the Trust's Prospectus,
dated November 7, 1995 (registration statement No. 33-63687) ("Registration
Statement") relating to the Trust's offering and sale of 1,600,000 common shares
of beneficial interest, no par or stated value ("Shares"), pursuant to an
underwriting agreement and a pricing agreement, each dated December 10, 1996
(together, the "Underwriting Agreement") between the Trust and Alex. Brown &
Sons Incorporated.
We have participated in the preparation of the Registration Statement,
and in connection therewith, have examined and relied upon the originals or
copies of such records, agreements, documents and other instruments, including
the Third Amended and Restated Declaration of Trust of the Trust ("Declaration
of Trust"), the Bylaws of the Trust, the minutes of the meetings of the Trustees
to date relating to the authorization and issuance of the Shares and have made
such inquiries of such officers and representatives as we have deemed relevant
and necessary as the basis for the opinion hereinafter set forth. In such
examination, we have assumed, without independent verification, the genuineness
of all signatures (whether original or photostatic), the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted to
us as certified or photostatic copies. We have assumed, without independent
verification, the accuracy of the relevant facts stated therein.
Federal Realty Investment Trust
December 12, 1996
Page 2
As to any other facts material to the opinion expressed herein that
were not independently established or verified, we have relied upon statements
and representations of officers and employees of the Trust.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
The Shares have been duly authorized by the Trust and when delivered
against payment therefor as contemplated in the Underwriting Agreement, the
Shares will be legally issued, fully paid and non-assessable, except as
described in the Prospectus that forms a part of the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 12, 1996.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Simon M. Nadler
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Simon M. Nadler