Exhibit 8.1
[Coudert Brothers LLP Letterhead]
June 2, 2005
Urstadt Xxxxxx Properties Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Urstadt Xxxxxx Properties Inc.
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Qualification as Real Estate Investment Trust
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Ladies and Gentlemen:
We have acted as counsel to Urstadt Xxxxxx Properties Inc., a Maryland
corporation (the "Company"), in connection with the preparation of a Prospectus
Supplement dated June 2, 2005, with respect to the public offering and sale by
the Company of shares of the 7.5% Series D senior cumulative preferred stock
(the "Offered Shares"), par value $0.01 per share, of the Company. 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 Amended and Restated Articles of Incorporation, as filed
with the State Department of Assessments and Taxation of Maryland on
January 30, 1997;
2) the Company's Bylaws;
3) the Registration Statement and Prospectus Supplement;
4) the Partnership Agreements for each partnership (or other entity, such
as a limited liability company, which normally is classified as a
partnership for U.S. Federal income tax purposes) in which the Company
has owned an interest after October 31, 1997 (the "Partnerships"); and
5) such other documents as we have deemed necessary or appropriate for
purposes of this opinion.
June 2, 2005
Page 2 of 3
In connection with the opinions rendered below, we have assumed generally
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 the Company's fiscal year ended October 31, 2002, and
subsequent fiscal years, the Company, the Partnerships and the
corporations in which the Company owns an interest (the
"Corporations") have operated and will continue to operate in such a
manner that makes and will continue to make the representations
contained in a certificate, dated 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 representations contained in the Officer's Certificate.
We are not aware of any facts inconsistent with the representations set forth in
the Officer's Certificate. Where such factual representations contained in the
Officer's Certificate 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 explained such terms to the
Company's representatives and are satisfied that the Company's representatives
understand such terms so as to enable them to accurately make such factual
representations.
Based on the documents and assumptions set forth above, the representations
set forth in the Officer's Certificate, the discussion in the Prospectus
Supplement under the caption "Federal Income Tax Consequences of Our Status as a
REIT" (which is incorporated herein by reference), and without further
investigation, 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 fiscal years ended October 31, 2002
through October 31, 2004, and the Company's organization and current
and proposed method of operation will enable it to continue to qualify
as a REIT for its fiscal year ending October 31, 2005, and in the
future;
(b) the Partnerships were classified as, and were treated as, partnerships
for U.S. Federal income tax purposes for the Company's fiscal year
ended October 31, 2002, and subsequent fiscal years; and
June 2, 2005
Page 3 of 3
(c) the description of the law and the legal conclusions contained in the
Prospectus Supplement under the caption "Federal Income Tax
Consequences of Our Status as a REIT" are correct in all material
respects, and the discussion thereunder fairly summarizes the U.S.
Federal income tax considerations that are likely to be material to a
holder of the Offered Shares.
Except as described herein, we have performed no further due diligence and
have made no efforts to verify the accuracy and genuineness of the documents and
assumptions set forth above, or the representations set forth in the Officer's
Certificate. 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
October 31, 2005, and subsequent fiscal years will satisfy the requirements for
qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the Code and 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
captions "Federal Income Tax Consequences of Our Status as a REIT" and "Legal
Opinions." 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.
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 is
solely for the information and use of the addressee, and, except as described
above, it may not be distributed, relied upon for any purpose by any other
person, quoted in whole or in part or otherwise reproduced in any document, or
filed with any governmental agency without our express written consent.
Very truly yours,
/s/ Coudert Brothers LLP
Coudert Brothers LLP
