Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 50K
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 186K
3: EX-5.1(A) Opinion of Counsel re: Legality HTML 22K
4: EX-5.1(B) Opinion of Counsel re: Legality HTML 44K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 23K
6: EX-99.1 Miscellaneous Exhibit HTML 18K
7: EX-99.2 Miscellaneous Exhibit HTML 19K
8: EX-99.3 Miscellaneous Exhibit HTML 19K
9: EX-99.4 Miscellaneous Exhibit HTML 138K
16: R1 Document and Entity Information Document HTML 61K
18: XML IDEA XML File -- Filing Summary XML 15K
15: XML XBRL Instance -- peb-20210203_htm XML 39K
17: EXCEL IDEA Workbook of Financial Reports XLSX 6K
11: EX-101.CAL XBRL Calculations -- peb-20210203_cal XML 8K
12: EX-101.DEF XBRL Definitions -- peb-20210203_def XML 46K
13: EX-101.LAB XBRL Labels -- peb-20210203_lab XML 96K
14: EX-101.PRE XBRL Presentations -- peb-20210203_pre XML 47K
10: EX-101.SCH XBRL Schema -- peb-20210203 XSD 14K
19: JSON XBRL Instance as JSON Data -- MetaLinks 15± 24K
20: ZIP XBRL Zipped Folder -- 0001474098-21-000040-xbrl Zip 120K
We have acted as counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”),
in connection with the offer and sale of up to $250,000,000 aggregate principal amount of the Company’s 1.75% Convertible Senior Notes Due 2026 (the “Notes”), pursuant to a final prospectus supplement, dated February 4, 2021 (the “Prospectus Supplement”), to a prospectus, dated February 21, 2020 (the “Prospectus”), as part of a registration statement on Form S-3 (File No. 333-236577) filed by the Company with the Securities and Exchange Commission (“SEC”)
on February 21, 2020 (the “Registration Statement”). You have requested our opinion regarding certain U.S. federal income tax matters.
In giving this opinion letter, we have examined the following:
1.the Registration Statement, the Prospectus, and the Prospectus Supplement;
3.the Company’s Declaration of Trust filed on October 2, 2009 with the Department of Assessments and Taxation of the State of Maryland (“SDAT”), and the Company’s Articles of Amendment and Restatement, as amended and supplemented;
4.the Declaration of Trust of DC Hotel Trust, a Maryland real estate investment trust (“DC Hotel Trust”), filed on May 11, 2010
with SDAT, and DC Hotel Trust’s Articles of Amendment and Restatement, as amended and supplemented;
5.the Declaration of Trust of Portland Hotel Trust, a Maryland real estate investment trust (“Portland Hotel Trust”), filed on November 6, 2015 with SDAT;
6.the
Declaration of Trust of Glass Houses, a Maryland real estate investment trust (“Glass Houses”), filed on April 30, 2008 with SDAT, and Glass Houses’ Articles of Amendment and Restatement, as amended and supplemented;
8.the Agreement of Limited Partnership, the First Amended and Restated Agreement of Limited Partnership, as amended and supplemented, and the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P. (the “Operating Partnership”), as amended and supplemented;
9.the
Company’s taxable REIT subsidiary (“TRS”) elections with respect to Pebblebrook Hotel Lessee, Inc. and LaSalle Hotel Lessee, Inc.;
10.DC Hotel Trust’s TRS election with respect to Pebblebrook Hotel Lessee, Inc.;
11.Portland Hotel Trust’s TRS election with respect to Pebblebrook Hotel Lessee, Inc.;
12.Glass Houses’ TRS elections with respect to LaSalle Hotel Lessee, Inc. and Pebblebrook Hotel Lessee, Inc.; and
13.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, with your consent, that:
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 their taxable years ending December 31, 2021, and future taxable years, the Company, Portland Hotel Trust, and Glass Houses will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company, a certificate, dated the date hereof and executed by a duly appointed officer of Portland Hotel Trust, and a certificate, dated the date hereof and executed by a duly appointed officer of
Glass Houses (collectively, the “REIT Officer’s Certificates”), true for such years;
3. none of the Company, Portland Hotel Trust, or Glass Houses will make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a real estate investment trust (a “REIT”) for any taxable year; and
4. no
action will be taken by the Company, Portland Hotel Trust, or Glass Houses 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 REIT Officer’s Certificates and in a certificate, dated February 21, 2020 and executed by a duly appointed officer of the Company on behalf of DC Hotel Trust (collectively with the REIT Officer’s Certificates, the “Officer’s Certificates”). No facts have come to our attention that would cause us to question the accuracy and
completeness of such factual representations. Furthermore, where such factual representations involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individuals making such representations the relevant provisions of the Code, the applicable Regulations and published administrative interpretations thereof.
Based solely on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificates, and the discussions in the Prospectus Supplement under the caption “Supplemental Federal Income Tax Considerations” and in the Prospectus under
the caption “Material Federal Income Tax Considerations” (which are 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 Code for its taxable years ended December 31, 2016 through December 31, 2020, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify for taxation as a REIT under the Code for its taxable year ending December 31, 2021 and thereafter; and
(b) the
descriptions of the law and the legal conclusions in the Prospectus Supplement under the caption “Supplemental Federal Income Tax Considerations” and in the Prospectus under the caption “Material Federal Income Tax Considerations” are correct in all material respects.
We will not review on a continuing basis the Company’s, Portland Hotel Trust’s, or Glass Houses’ compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificates. Accordingly, no assurance can be given that the actual results of the Company’s, DC Hotel Trust’s, Portland Hotel Trust’s, or Glass Houses’ operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. Although
we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as
counsel, we have not undertaken an independent investigation of all of the facts referred to in this letter or the Officer’s Certificates.
The
foregoing opinions are based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.
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 undertake no obligation to update the opinions expressed herein after the date of this letter. This
opinion letter speaks only as of the date hereof. Except as described in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement. We also consent to the reference to Hunton Andrews Kurth LLP under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.
