Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-11/A Pre-Effective Amendment to Registration Statement 259 1.12M
for Securities of a Real Estate Company
2: EX-1.1 Underwriting Agreement 22 82K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 54 245K
4: EX-5.1 Opinion re: Legality 2 16K
5: EX-8.1 Opinion re: Tax Matters 3 21K
6: EX-10.1 Material Contract 16 69K
14: EX-10.10 Material Contract 31± 178K
15: EX-10.11 Material Contract 20 163K
16: EX-10.13 Material Contract 5 27K
17: EX-10.14 Material Contract 72 372K
18: EX-10.15 Material Contract 61 336K
7: EX-10.2 Material Contract 10 43K
19: EX-10.23 Material Contract 34 106K
20: EX-10.24 Material Contract 1 12K
21: EX-10.25 Material Contract 35 112K
22: EX-10.26 Material Contract 1 13K
23: EX-10.27 Material Contract 2 16K
24: EX-10.28 Material Contract 4 27K
25: EX-10.29 Material Contract 3 19K
8: EX-10.3 Material Contract 9 39K
26: EX-10.30 Material Contract 26 91K
27: EX-10.31 Material Contract 1 12K
28: EX-10.32 Material Contract 2 15K
29: EX-10.33 Material Contract 3 17K
30: EX-10.34 Material Contract 2 15K
31: EX-10.35 Material Contract 1 12K
9: EX-10.4 Material Contract 3 17K
10: EX-10.5 Material Contract 13 65K
11: EX-10.7 Material Contract 18 63K
12: EX-10.8 Material Contract 5 32K
13: EX-10.9 Material Contract 19 151K
32: EX-23.1 Consent of Experts or Counsel 2± 14K
33: EX-99 Miscellaneous Exhibit 12 50K
EX-5.1 — Opinion re: Legality
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Exhibit 5.1
[NP LOGO]
NIXON PEABODY LLP
ATTORNEYS AT LAW
101 Federal Street
Boston, Massachusetts 02110-1832
(617) 345-1000
FAX: (617) 345-1300
April 9, 2004
Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, MA 02108-4406
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the Registration Statement on Form S-11 (as amended, the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Securities Act"), for the purposes of registering 31,500,000 shares of
Common Stock, $0.001 par value per share (the "Common Stock"), of Boston Capital
Real Estate Investment Trust, Inc., a Maryland corporation (the "Company").
We have acted as counsel for the Company in connection with the preparation
of the Registration Statement and various corporate documents related thereto.
We have examined and relied upon the following documents and instruments for the
purpose of giving this opinion which, to our knowledge and in our judgment, are
all of the documents and instruments that are necessary for us to examine for
such purpose:
1. the Registration Statement and the prospectus filed therewith, and all
exhibits thereto;
2. a copy of the Company's Articles of Incorporation;
3. a copy of the Company's By-Laws;
4. records of the meetings of the Board of Directors of the Company; and
5. such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
In examining all documents, we have assumed the genuineness of all
signatures thereon, the accuracy of all statements contained therein, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents furnished to us as certified or photographic
copies, and the completeness of all documents furnished to us. We have also
assumed the legal capacity (as distinct from authority) and competency of any
individual who has signed any instrument referred to herein. With respect to the
latter assumption, nothing has come to our attention giving us reasonable
grounds to question the correctness of such assumption.
2
Based upon the foregoing and following assumptions, qualifications, and
limitations, and having regard for such legal considerations as we deem
relevant, we are of the opinion that the Common Stock to be issued and sold by
the Company as described in the Registration Statement, when delivered and paid
for as described in the Registration Statement, will be legally issued, fully
paid and non-assessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
Our opinion is subject to the following qualifications and limitations:
The opinion set forth above represents our conclusion as to the application
of the laws of the State of Maryland to the instant matter, and we can give no
assurance that changes in such laws, or in the interpretation thereof, will not
affect the opinion expressed by us. Moreover, there can be no assurance that a
court considering the issues would not hold contrary to such opinion. We express
no opinion as to the laws of any state or jurisdiction other than the State of
Maryland. Further, the opinion set forth represents our conclusions based upon
the documents reviewed by us and the facts presented to us. Any material
amendments to such documents or changes in any significant fact could affect the
opinion expressed herein.
The opinion set forth above is subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally. Further, we do not express any opinion as to the
availability of any equitable or specific remedy upon any breach of any
covenants, warranties or other provisions contained in any agreements, contracts
or instruments. This opinion is furnished by us for your use in connection with
the filing of the Registration Statement. We understand that you intend to
distribute copies of this opinion to Company shareholders and we hereby consent
to such distribution. The opinion set forth above is expressed as of the date
hereof, and we disclaim any undertaking to advise you of any changes which may
subsequently be brought to our attention in the facts and the law upon which
such opinions are based.
We consent to the reference to our firm name under the caption "Legal
Matters" in, and to the use of this opinion as an exhibit to, the Registration
Statement. In giving such 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 promulgated thereunder by the Securities and
Exchange Commission.
Very truly yours,
NIXON PEABODY LLP
Dates Referenced Herein
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| This ‘S-11/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 4/9/04 | | 1 | | | | | None on these Dates |
| List all Filings |
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