Exhibit 5.1
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750 E. Pratt Street, Suite 900
Baltimore, Maryland 21202
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Telephone 410-244-7400
Facsimile 410-244-7742
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www.venable.com |
December 10, 2009
Pebblebrook Hotel Trust
10319 Westlake Drive, Suite 112
Bethesda, MD 20817
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| Re: |
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Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have served as Maryland counsel to Pebblebrook Hotel Trust, a Maryland real estate
investment trust (the Company), in connection with certain matters of Maryland law arising out of
the registration of up to 1,322,625 (the Shares) common shares of beneficial interest, par value
$.01 per share (the Common Shares), of the Company, covered by the above-referenced Registration
Statement, and all amendments thereto (the Registration Statement), filed with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act).
The Shares are issuable pursuant to the Companys 2009 Equity Incentive Plan (the Plan).
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The Registration Statement and the related form of prospectus included therein in the form
in which it was transmitted to the Commission under the Act;
2. The Declaration of Trust of the Company, as amended (the Declaration of Trust), certified
by the State Department of Assessments and Taxation of Maryland (the SDAT);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
5. Resolutions adopted by the Board of Trustees of the Company (the Board), or a duly
authorized committee thereof, relating to, among other matters, the Plan and the issuance of the
Shares (the Resolutions), certified as of the date hereof by an officer of the Company;
Pebblebrook Hotel Trust
December 10, 2009
Page 2
6. Resolutions of the sole shareholder of the Company approving the Plan, certified as of the
date hereof by an officer of the Company;
7. The Plan;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
partys obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of the restrictions on transfer
and ownership contained in Article VII of the Declaration of Trust. Upon the issuance of any of
the Shares, the total number of Common Shares issued and outstanding will not exceed the total
number of Common Shares that the Company is then authorized to issue under the Declaration of
Trust.
Pebblebrook Hotel Trust
December 10, 2009
Page 3
6. Each option, restricted share unit, right or other security exercisable or exchangeable for
a Share will have been duly authorized, validly granted and duly exercised or exchanged in
accordance with the terms of the Plan, including any award agreement entered into
in connection therewith, at the time of any exercise of such option, restricted stock unit,
right or other security.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and existing under and by virtue
of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if delivered against
payment therefor in accordance with the Registration Statement, the Plan, the Resolutions and any
other resolutions adopted by the Board or a duly authorized committee thereof relating thereto, the
Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to the applicability or
effect of federal or state securities laws, including the securities laws of the State of Maryland,
or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to
which our opinion is expressed herein would be governed by the laws of any jurisdiction other than
the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein
is subject to the effect of any judicial decision which may permit the introduction of parol
evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving this consent, we
do not admit that we are within the category of persons whose consent is required by Section 7 of
the Act.
Very truly yours,
/s/ Venable LLP
116833-281749