<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>dex51.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                                     Exhibit 5.1
                                                                     -----------




                                 June 18, 2001


Board of Trustees
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland  20852


Ladies and Gentlemen:

          We are acting as counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Trust"), in connection with its
registration statement on Form S-3, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission and relating to the proposed
resales by certain holders of up to 328,116 shares of the Trust's common shares
of beneficial interest, par value $.01 per share (together with the Rights (as
defined below), the "Shares"), and up to 328,116 associated common share
purchase rights (the "Rights") to be issued pursuant to the Rights Agreement (as
defined below), which Shares are to be issued pursuant to the mergers (the
"Mergers") of two limited partnerships with and into a wholly owned subsidiary
of the Trust in which the partners of the limited partnerships will receive the
Shares in exchange for their partnership interests in the limited partnerships.
This opinion letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)
229.601(b)(5), in connection with the Registration Statement.

          For purposes of this opinion letter, we have examined copies of the
following documents:

          1.  An executed copy of the Registration Statement.

          2.  The Declaration of Trust of the Trust (the "Declaration of
              Trust"), as certified by the Maryland State Department of
              Assessments and Taxation ("SDAT") on March 14, 2001 and the
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Board of Trustees
Federal Realty Investment Trust
June 18, 2001
Page 2


              Secretary of the Trust on April 24, 2001 as being
              complete, accurate and in effect.

          3.  The Bylaws of the Trust, as certified by the Secretary of the
              Trust on April 24, 2001 as being complete, accurate and in effect.

          4.  An executed copy of the Amended and Restated Rights Agreement
              dated as of March 11, 1999 (the "Rights Agreement") between the
              Trust and American Stock Transfer & Trust Company, as rights agent
              (the "Rights Agent").

          5.  An executed copy of the Agreement and Plan of Merger, dated as of
              March 2, 2001, by and among GPO I, Inc., a Delaware corporation,
              the persons listed on Appendix A thereto, the Trust and Street
              Retail, Inc., a Maryland corporation ("Street Retail"), as amended
              (the "GPO I Merger Agreement").

          6.  An executed copy of the Agreement and Plan of Merger, dated as of
              March 2, 2001, by and among GPO II Inc., a Delaware corporation,
              the persons listed on Appendix A thereto, the Trust and Street
              Retail, as amended (the "GPO II Merger Agreement," together with
              the GPO I Merger Agreement, the "Merger Agreements").

          7.  Certain resolutions of the Board of Trustees of the Trust adopted
              at a meeting of the Board held on February 14, 2001, as certified
              by the Secretary of the Trust on April 24, 2001 as being complete,
              accurate and in effect, relating to, among other things, the
              authorization of the Mergers and the issuance of the Shares and
              arrangements in connection therewith.

          8.  Certain resolutions of the Board of Trustees of the Trust adopted
              at a meeting of the Board held on February 22, 1999, as certified
              by the Secretary of the Trust on April 24, 2001 as being complete,
              accurate and in effect relating to, among other things, the
              execution of the Rights Agreement.
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Board of Trustees
Federal Realty Investment Trust
June 18, 2001
Page 3


          In our examination of the aforesaid certificates, documents and
agreements, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents, and the conformity
to authentic original documents of all documents submitted to us as copies
(including telecopies).  We have assumed that (i) the Rights Agent has all
requisite power and authority under all applicable laws, regulations and
governing documents to execute, deliver and perform its obligations under the
Rights Agreement, (ii) the Rights Agent has duly authorized, executed and
delivered the Rights Agreement, (iii) the Rights Agent is validly existing and
in good standing in all necessary jurisdictions, (iv) the Rights Agreement
constitutes a valid and binding obligation, enforceable against the Rights Agent
in accordance with its terms, (v) there has been no material mutual mistake of
fact or misunderstanding or fraud, duress or undue influence in connection with
the negotiation, execution or delivery of the Rights Agreement and (vi) the
Rights will be issued in accordance with the Rights Agreement.  In addition, we
further have assumed that none of the Shares are issued in violation of the
ownership limit contained in the Declaration of Trust.  This opinion letter is
given, and all statements herein are made, in the context of the foregoing.

          This opinion letter is based as to matters of law on applicable
provisions of Title 8 of the Corporations and Associations Article of the
Annotated Code of Maryland, as amended, and applicable provisions of the
Maryland General Corporation Law, as amended.  We express no opinion herein as
to any other laws, statutes, ordinances, rules or regulations.  As used herein,
the terms "Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland, as amended" and "Maryland General Corporation Law, as amended"
include the applicable statutory provisions contained therein and all applicable
provisions of the Maryland Constitution and reported judicial decisions
interpreting these laws.

          Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares are duly authorized and, when issued in accordance with
the Merger Agreements, the Shares will be validly issued, fully paid and
nonassessable.
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Board of Trustees
Federal Realty Investment Trust
June 18, 2001
Page 4

          The opinion set forth above, insofar as it relates to the Rights, is
limited to the valid issuance of the Rights under Title 8 of the Corporations
and Associations Article of the Annotated Code of Maryland.

          This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof.  We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.

          We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement.  In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.


                                    Very truly yours,


                                    /s/ HOGAN & HARTSON L.L.P.
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