<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>SHAW PITTMAN OPINION ON VALIDITY
<TEXT>
<PAGE>

                        [LETTERHEAD OF SHAW PITTMAN LLP]


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


                                         October 29, 2002

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


        Re:  Federal Realty Investment Trust
             Registration Statement on Form S-3


Dear Ladies and Gentlemen:

             We have acted as counsel to Federal Realty Investment Trust, a
Maryland real estate investment trust (the "Company"), in connection with a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to the offering and sale from time to time of
securities with an aggregate public offering price of up to $500,000,000. The
securities offered and sold by the Company pursuant to the Registration
Statement may be all or any combination of: (1) senior debt securities of the
Company (the "Senior Debt Securities"), (2) subordinated debt securities of the
Company (the "Subordinated Debt Securities"), (3) common shares of beneficial
interest, par value $.01 per share (the "Common Shares"), in any class or
series, of the Company, (4) preferred shares of beneficial interest, par value
$.01 per share (the "Preferred Shares"), in any class or series, of the Company,
(5) Preferred Shares represented by depositary receipts ("Depositary Shares")
and/or (6) Warrants to purchase Common Shares, in any class or series, or
Preferred Shares, in any class or series, (the "Warrants"). The Senior Debt
Securities and the Subordinated Debt Securities are collectively referred to
herein as the "Debt Securities." The Debt Securities, the Common Shares, the
Preferred Shares, the Depositary Shares and the Warrants are collectively
referred to herein as the "Securities." The Senior Debt Securities will be
offered and sold pursuant to an Indenture (the "Senior Indenture") dated
September 1, 1998 between the Company and Wachovia Bank National Association,
formerly known as First Union National Bank (the "Trustee"). The Subordinated
Debt Securities will be offered and sold pursuant to an Indenture (the
"Subordinated Indenture") dated December 13, 1993 between the Company and the
Trustee. The Senior Indenture and Subordinated Indenture are collectively
referred to herein as the "Indentures." The Common Shares and/or Preferred
Shares may be offered in any class or series and to the extent required will be
offered and sold pursuant to Articles Supplementary or amendments to the
Company's Declaration of Trust, as amended, restated or supplemented, to be
filed with the Maryland State Department of Assessments and Taxation ("SDAT").
Any Depositary Shares will be issued under one or more deposit agreements (each,
a "Deposit Agreement"), each between the Company and a financial institution
identified therein as the depositary (each, a "Depositary"). Any Warrants will
be offered and sold pursuant to a written warrant agreement (the "Warrant
Agreement").

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

             1.  The Registration Statement;

             2.  The Declaration of Trust of the Company (the "Declaration of
                 Trust"), as amended, restated or supplemented, as certified by
                 the Maryland State Department of Assessments and Taxation on
                 October 25, 2002 and as certified to us by the Secretary of
                 the Company as being in effect as of the date hereof;

             3.  The Bylaws of the Company (the "Bylaws"), as amended, restated
                 or supplemented, as certified to us by the Secretary of the
                 Company as being in effect as of the date hereof;

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             4.  The Indentures;

             5.  The Resolutions of the Board of Trustees of the Company dated
                 October 29, 2002 (the "Resolutions");

             6.  A certificate of an officer of the Company dated as of the date
                 hereof; and

             7.  Such other documents, corporate records, certificates of public
                 officials and other instruments as we have deemed necessary for
                 the purposes of rendering this opinion.

             In our examination of the aforesaid documents, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies. In connection with the
opinions expressed below, we have assumed that, at and prior to the time of the
sale and delivery of any Securities pursuant to the Registration Statement, (i)
the Board of Trustees of the Company (or the committee of the Board or the
officers authorized to act on behalf of the Company as the case may be) will
have duly established the rights, powers, privileges and preferences and other
terms, if any, of any class or series, as applicable, of the Debt Securities,
the Common Shares, the Preferred Shares, the Depositary Shares or the Warrants,
(ii) the Resolutions have not been amended, modified or rescinded, (iii) the
Registration Statement has been declared effective and no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings with respect thereto have been commenced or threatened, and (iv)
there has not occurred any change in law materially adversely affecting the
power of the Company to offer and sell the Securities or the validity of the
Securities.

             We have also assumed that the terms of any Debt Securities, Common
Shares, Preferred Shares, Depositary Shares or Warrants to be established
subsequent to the date hereof, the offering, sale and delivery of any such
Securities, and compliance by the Company with the rights, powers, privileges
and preferences and other terms, if any, of such Debt Securities, Common Shares,
Preferred Shares, Depositary Shares or Warrants will not at the time of such
offering, sale and delivery violate or conflict with (i) the Declaration of
Trust, as then amended, restated and supplemented, and Bylaws, as then amended,
restated and supplemented, (ii) any provision of any license, indenture,
instrument, mortgage, contract, document or agreement to which the Company is
then a party or by which the Company is then bound, or (iii) any law or
regulation or any decree, judgment or order then applicable to the Company. We
have further assumed that the number of Common Shares or Preferred Shares to be
offered and sold pursuant to the Registration Statement will not at the time of
such offering and sale exceed the amount of such class of capital shares
authorized in the Declaration of Trust, as then amended, restated or
supplemented, and unissued (and not otherwise reserved for issuance) at such
time. We have also assumed that prior to the offering and sale, (i) in the case
of Preferred Shares and Depositary Shares, as applicable, Articles Supplementary
will have been filed with, and accepted for record by, SDAT, (ii) in the case of
Depositary Shares, a Deposit Agreement will have been executed and delivered by
the Company (and any other maker thereof), and (iii) in the case of Warrants, a
Warrant Agreement will have been executed and delivered by the Company (and any
other maker thereof). Notwithstanding anything herein to the contrary, we have
also assumed that in no event will the combined aggregate purchase prices for
the Securities to be offered pursuant to the Registration Statement exceed the
registered amount of $500,000,000.

             To the extent that the obligations of the Company with respect to
the Securities may be dependent upon such matters, we assume for purposes of
this opinion that the other party under the Indentures for any Debt Securities,
under the Warrant Agreement for any Warrants and under the Deposit Agreement for
any Depositary Shares, namely, the Trustee, the warrant agent or the Depositary,
respectively, is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that such other party is duly
qualified to engage in the activities contemplated by the Indenture, Warrant
Agreement or Deposit Agreement, as applicable; that the Indentures, Warrant
Agreement or Deposit Agreement, as applicable, has been duly authorized,
executed and delivered by the other party and constitutes the legal, valid and
binding obligation of the other party enforceable against the other party in
accordance with its terms; that such other party is in compliance with respect
to performance of its obligations under the Indentures, Warrant Agreement or
Deposit Agreement, as applicable, with all applicable laws and regulations; and
that such other party has the requisite organizational and legal power and

<PAGE>

authority to perform its obligations under the Indentures, Warrant Agreement or
Deposit Agreement, as applicable.

             Based upon, subject to and limited by the foregoing, we are of the
opinion that:

             1.  The Debt Securities will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms when (i) the final terms of the Debt Securities have been duly
established in accordance with the Declaration of Trust and applicable law, (ii)
the Board of Trustees or a duly authorized committee thereof has adopted a
resolution, in form and content as required by applicable law and in accordance
with the applicable Indenture, establishing or authorizing the establishment of
the terms of the Debt Securities and duly authorizing the issuance and delivery
of the Debt Securities and (iii) duly executed and delivered by the Company
against payment therefor and countersigned by the Trustee in accordance with the
applicable Indenture and delivered to and paid for by the purchasers of the Debt
Securities in the manner contemplated by the Registration Statement, the
applicable prospectus supplement and such resolution.

             2.  Upon adoption by the Board of Trustees or an authorized
committee thereof of a resolution in form and content as required by applicable
law, and upon issuance and delivery of and payment in the manner contemplated
by, and in accordance with, the Registration Statement and the applicable
prospectus supplement and by such resolution, the Common Shares offered and sold
pursuant to the Registration Statement will be validly issued, fully paid and
nonassessable.

             3.  Upon adoption by the Board of Trustees or an authorized
committee thereof of a resolution in form and content as required by applicable
law, and upon issuance and delivery of and payment in the manner contemplated
by, and in accordance with, the Registration Statement and the applicable
prospectus supplement and by such resolution, the Preferred Shares (including
and Preferred Shares represented by Depositary Shares) offered and sold pursuant
to the Registration Statement will be validly issued, fully paid and
nonassessable.

             4.  The depositary receipts evidencing the Depositary Shares, upon
due countersignature thereof and issuance against a deposit of Preferred Shares
in accordance with the deposit agreement relating thereto, will entitle the
holders thereof to the rights specified in such depositary receipts and deposit
agreement.

             5.  The Warrants will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms when (i) the final terms of the Warrants and applicable Warrant
Agreement have been duly established in accordance with the Declaration of Trust
and applicable law, (ii) the Board of Trustees or a duly authorized committee
thereof has adopted a resolution, in form and content as required by applicable
law, establishing or authorizing the establishment of the terms of the Warrants
and applicable Warrant Agreement and duly authorizing the issuance and delivery
of the Warrants and (iii) duly executed and delivered by the Company against
payment therefor and countersigned by the applicable warrant agent in accordance
with the applicable Warrant Agreement and delivered to and paid for by the
purchasers of the Warrants in the manner contemplated by, and in accordance
with, the Registration Statement, the applicable prospectus supplement and such
resolution.

             The opinions expressed in Paragraphs 1, 4 and 5 above with respect
to the enforceability of obligations may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and by the
exercise of judicial discretion and the application of principles of equity,
including, without limitation, requirements of good faith, fair dealing,
conscionability and materiality (regardless of whether the Securities are
considered in a proceeding in equity or at law). Such opinions shall be
understood to mean only that if there is a default in performance of an
obligation, (i) if a failure to pay or other damage can be shown and (ii) if the
defaulting party can be brought into a court which will hear the case and apply
the governing law, then, subject to the availability of defenses and to the
exceptions set forth in the previous sentence, the court will provide a money
damage (or perhaps injunctive or specific performance) remedy.

             This opinion is limited to the laws of the United States, the
General Corporation Law of Maryland and New York contract law (but not including
any statutes, ordinances, administrative decisions, rules or regulations of any
political subdivision of the State of New York), in each case excluding choice
of law provisions thereof. We render no opinions with respect to the law of any
other jurisdiction. Our opinion is rendered only with respect to the

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laws and the rules, regulations and orders thereunder that are currently in
effect. We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Registration Statement,
and should not be quoted in whole or in part or otherwise be referred to, nor
otherwise be filed with or furnished to, any governmental agency or other person
or entity, without our express prior written consent.

             We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name therein under the caption
"Legal Matters." The giving of this consent, however, does not constitute an
admission that we are "experts" within the meaning of Section 11 of the
Securities Act of 1933 (the "Act"), as amended, or within the category of
persons whose consent is required by Section 7 of the Act.

                                             Very truly yours,


                                             /s/ Shaw Pittman LLP
                                             --------------------
                                             SHAW PITTMAN LLP


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