Pre-Effective Amendment to Registration Statement by 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 HTML 732K
by a Real Estate Company
8: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 144K
2: EX-5 Opinion re: Legality 2 13K
3: EX-8 Opinion re: Tax Matters 3 16K
4: EX-10.7 Material Contract 5 16K
5: EX-23.2 Consent of Experts or Counsel 1 5K
6: EX-99.1 Miscellaneous Exhibit HTML 21K
7: EX-99.3 Miscellaneous Exhibit HTML 42K
‘EX-8’ — Opinion re: Tax Matters
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Biggs Wilkerson, l.c.
A t t o r n e y s a t l a w
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3500 north Rock Road
Building 1100
Wichita, Kansas 67226
316.684.2929 phone
316.681.0153 fax
October 26, 2005
ADVISORS REIT I, Inc.
Suite 235, 8301 E. 21st. St. North
Wichita, Kansas 67206
Re: Registration Statement on Form S-11 (No.333-124916)
Ladies and Gentlemen:
We have acted as counsel to ADVISORS REIT I, Inc., a Maryland corporation
(the "Company"), in connection with the filing of the above-referenced
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") to register under the Securities Act of
1933, as amended (the "Securities Act"), 2,500,000 shares of the Company's
Common Stock, (the "Shares"), for issuance and sale by the Company. We are
furnishing this opinion letter pursuant Item 36(b) of Form S-11 and Item
601(b)(8) of Regulation S-K.
You have requested our opinion as to (i) the qualification of the Company
as a real estate investment trust ("REIT") under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) the accuracy of
the discussion of US federal income tax considerations contained under the
heading "U.S. Federal Income Tax Considerations" in the Registration Statement.
In the preparation of this opinion, we have relied solely on (i) various
facts and factual assumptions as set forth in the Registration Statement; (ii)
the Articles of Incorporation of the Company, the Bylaws of the Company, and
such other records, certificates and documents as we have deemed necessary or
appropriate for purposes of rendering the opinions set forth herein; and (iii)
certain representations made by the Company as to factual matters through a
representation letter delivered to us in connection with this opinion letter
regarding the manner in which the Company has been and will be owned and
operated (the "Representation Letter"). For purposes hereof, items (i) (ii) and
(iii) are referred to collectively herein as the "Opinion Materials." We have
assumed, with your consent, that the representations set forth in the
Representation Letter are true, accurate, and complete as of the date hereof.
While we are not aware of any facts inconsistent with the representations set
forth in the Representation Letter, we have not made an independent
investigation or audit of the facts set forth in any of the Opinion Materials.
In addition, we have examined no documents other than the Opinion
Materials for purposes of this opinion and, therefore, our opinion is limited
to matters determined through such an examination.
In rendering the opinion set forth herein, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
thereon, the legal capacity of natural persons executing such documents, the
conformity to authentic original documents of all documents submitted to us as
copies, the accuracy and completeness of all documents and records made
available to us, the factual accuracy of all representations, warranties and
other statements made by all parties, and the continued accuracy of all
documents, certificates, warranties and covenants on which we have relied upon
in rendering our opinions and that were given or dated earlier than the date of
this letter, insofar as relevant to our opinions, from such earlier date through
and including the date of this letter.
Based solely on our review of the Opinion Materials, we are of the opinion,
subject to and limited by, the foregoing that:
(i) Based on the Company's present and proposed method of operation (as
described in the Registration Statement and the Representation
Letter), the Company will be in a position to qualify for taxation
as a REIT under the Code for its taxable year that will end
December 31, 2006.
(ii) The statements in the Registration Statement under the caption "U.S.
Federal Income Tax Considerations" to the extent that they describe
matters of law or legal conclusions, are correct in all material
respects.
The Company's qualification as a REIT depends on the Company's ongoing
satisfaction of the various requirements under the Code and described in the
Registration Statement under the heading "U.S. Federal Income Tax
Considerations" relating to, among other things, the nature of the Company's
gross income, the composition of the Company's assets, the level of
distributions to the Company's shareholders, and the diversity of the Company's
ownership. Biggs Wilkerson, L.C. will not review the Company's compliance with
these requirements on a continuing basis and no assurances can be given that the
Company will satisfy these requirements.
An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome on the merits and is not binding on the Internal
Revenue Service or the courts. There can be no assurance that positions contrary
to our opinion will not be taken by the Internal Revenue Service or that a court
considering the issues would not hold contrary to such opinion.
The opinions expressed herein are given as of the date hereof and are based
upon the Code, the Treasury regulations promulgated thereunder, current
administrative positions of the Internal Revenue Service, and existing judicial
decisions, any of which could be changed at any time, possibly on a retroactive
basis. Any such changes could adversely affect the opinions rendered herein. The
Internal Revenue Service has not
issued regulations or administrative interpretations with respect to various
provisions of the Code relating to REIT qualification. In addition, as noted
above, our opinions are based solely on the documents that we have examined
and the representations that have been made to us, and cannot be relied upon
if any of the facts contained in such documents or in such additional
information is, or later becomes, inaccurate or if any of the representations
made to us is, or later becomes, inaccurate. Finally, our opinion is limited
to the US federal income tax matters specifically covered herein, and we have
not opined on any other tax consequences to the Company or any other person,
and we express no opinion with respect to other federal laws, the laws of any
other jurisdiction, the laws of any state or as to any matters of municipal
law or the laws of any other local agencies within any state.
No opinion other than that expressly contained herein may be inferred or
implied. We undertake no obligation to update the opinion expressed herein after
the date of this letter. This opinion letter is solely for the information and
use of the addressee and the holders of the Shares pursuant to the Registration
Statement (except as provided in the next paragraph), and it speaks only as of
the date hereof. We have no obligation to update this opinion.
We hereby consent to the filing of this opinion letter as Exhibit 8 to
the Registration Statement and to the use of our name under the heading
"Legal Opinions" in the Prospectus constituting a part thereof. We also
consent to the references to Biggs Wilkerson, L.C. under "U.S. Federal Income
Tax Consequences--Introduction" in the Prospectus. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
We are rendering this opinion letter to you in connection with the offering
and registration of the Shares. This opinion letter may not be relied upon for
any other matter or for any other purpose without our prior written consent.
Respectfully,
/S/
Biggs Wilkerson, L.C.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-11/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | 12/31/06 | | 2 | | | | | None on these Dates |
| Filed on: | | 10/26/05 | | 1 |
| List all Filings |
1 Subsequent Filing that References this Filing
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