As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/17/15  Physicians Realty Trust           S-3ASR      6/17/15    9:2.3M                                   Merrill Corp-MD/FA
          Physicians Realty L.P.

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement for          HTML    555K 
                          Securities of a Well-Known Seasoned                    
                          Issuer                                                 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     10K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    538K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    576K 
 5: EX-5.1      Opinion re: Legality                                HTML     27K 
 6: EX-8.1      Opinion re: Tax Matters                             HTML     34K 
 7: EX-12.1     Statement re: Computation of Ratios                 HTML     35K 
 8: EX-23.3     Consent of Experts or Counsel                       HTML      7K 
 9: EX-23.4     Consent of Experts or Counsel                       HTML      8K 

Exhibit 8.1

 

	Baker & McKenzie LLP
	300 East Randolph Street, Suite 5000
	Chicago, IL 60601
	United States
	Tel: +1 312 861 8000
	Fax: +1 312 861 2899
	www.bakermckenzie.com

 

Asia Pacific	June 17, 2015   Physicians Realty Trust 735 N. Water Street Suite 1000 Milwaukee, WI 53202   RE:                          Physicians Realty Trust Qualification as Real Estate Investment Trust   Ladies and Gentlemen:   We have acted as U.S. federal income tax counsel for Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale from time to time of an unspecified amount of common shares of the Company, par value of $0.01 per share, and certain other securities of the Company and the Operating Partnership, as more fully described in the Company’s Registration Statement on Form S-3, dated as of the date hereof (such Registration Statement, together with all exhibits thereto and the documents incorporated by reference therein, including the prospectus included therein, the “Registration Statement”), that was filed on behalf of the Company with the Securities and Exchange Commission (the “SEC”).  You have requested our opinion regarding certain U.S. federal income tax matters.   In connection with the opinions rendered below, we have examined the following:   1)                                     the Company’s Declaration of Trust;   2)                                     the Company’s Bylaws;   3)                                     the Registration Statement;   4)                                     the prospectus relating to the Offering that forms a part of and is included in the Registration Statement (the “Prospectus”); and   5)                                     such other documents as we have deemed necessary or appropriate for purposes of this opinion.   In connection with the opinions rendered below, we have assumed generally that:
Bangkok
Beijing
Hanoi
Ho Chi Minh City
Hong Kong
Jakarta*
Kuala Lumpur*
Manila*
Melbourne
Shanghai
Singapore
Sydney
Taipei
Tokyo
Europe, Middle East
& Africa
Abu Dhabi
Almaty
Amsterdam
Antwerp
Bahrain
Baku
Barcelona
Berlin
Brussels
Budapest
Cairo
Casablanca
Doha
Dusseldorf
Frankfurt/Main
Geneva
Istanbul
Johannesburg
Kyiv
London
Luxembourg
Madrid
Milan
Moscow
Munich
Paris
Prague
Riyadh
Rome
St. Petersburg
Stockholm
Vienna
Warsaw
Zurich
Latin America
Bogota
Brasilia*
Buenos Aires
Caracas
Guadalajara
Juarez
Mexico City
Monterrey
Porto Alegre*
Rio de Janeiro*
Santiago
Sao Paulo*
Tijuana
Valencia
North America
Chicago
Dallas
Houston
Miami
New York
Palo Alto
San Francisco
Toronto
Washington, DC

 

* Associated Firm

 

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

 

 

 

1)                                     Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended.

 

2)                                     During the Company’s fiscal years ended December 31, 2013 and December 31, 2014 and subsequent fiscal years, the Company, the partnerships and the corporations in which the Company owns an interest (respectively, the “Partnerships” and “Corporations”) have operated and will continue to operate in such a manner that makes and will continue to make the factual representations contained in a certificate, dated as of the date hereof and executed by a duly appointed officer of the Company (the “Officer’s Certificate”), true for such years.

 

3)                                     No amendments to the organizational documents of the Company, the Partnerships and the Corporations will be made after the date of this opinion that would affect the Company’s qualification as a real estate investment trust (a “REIT”) for any taxable year.

 

4)                                     No action will be taken by the Company, the Partnerships or the Corporations after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

 

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificate.  After reasonable inquiry, we are not aware of any facts inconsistent with the factual representations set forth in the Officer’s Certificate.

 

Based on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificate, the factual matters in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which discussion is incorporated herein by reference), we are of the opinion that:

 

a)                                     the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for its fiscal years ended December 31, 2013 and December 31, 2014, and the Company’s organization and current method of operation will enable it to continue to qualify to be taxed as a REIT for its current fiscal year ending December 31, 2015 and in the future;

 

b)                                     the statements contained in the Registration Statement under the

 

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caption “Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute matters of law, summaries of legal matters, or legal conclusions, have been reviewed by us and fairly present and summarize, in all material respects, the matters referred to therein.

 

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificate.  Accordingly, no assurance can be given that the actual results of the Company’s operations for its fiscal year ending December 31, 2015, and subsequent fiscal years will satisfy the requirements for qualification and taxation as a REIT.

 

We also note that the tax consequences addressed herein depend upon the actual occurrence of events in the future, which events may or may not be consistent with any representations or covenants made to us for purposes of this opinion.  In particular, the qualification and taxation of the Company as a REIT for U.S. federal income tax purposes depend upon the Company’s ability to meet on a continuing basis certain distribution levels, diversity of stock ownership, and the various qualification tests imposed by the Code.  To the extent that the facts differ from those represented to or assumed by us herein, our opinion should not be relied upon.

 

Our opinion is based on existing law as contained in the Code, final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and court decisions as of the date hereof.  The provisions of the Code and the Treasury Regulations, IRS administrative pronouncements and case law upon which this opinion is based could change at any time, possibly with retroactive effect.  In addition, some of the issues under existing law that could significantly affect our opinion have not yet been authoritatively addressed by the IRS or the courts, and our opinion is not binding on the IRS or the courts.  Hence, there can be no assurance that the IRS will not challenge, or that the courts will agree, with our conclusions.

 

We have acted as U.S. federal income tax counsel to the Company with respect to the Offering.  The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality.  We have also not considered any non-tax matters.  We undertake no obligation to update the opinions expressed herein after the date of this letter.

 

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This opinion is furnished to you solely for use in connection with the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the reference to our firm name in the Prospectus under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters.”  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 SEC promulgated thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement or the Prospectus within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

 

Very truly yours,
/s/ Baker & McKenzie LLP

 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Physicians Realty Trust           10-K       12/31/23  116:22M
 2/24/23  Physicians Realty Trust           S-3ASR      2/24/23    8:14M
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