Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
1200 Seventeenth St.
Washington, DC 20036
April 12, 2023
Federal Realty OP LP
909 Rose Avenue
Suite 200
North Bethesda, MD 20852
Ladies and Gentlemen:
We have acted as counsel for Federal Realty OP LP, a Delaware limited partnership (the “Company”), in connection with the issuance and sale by the Company of $350,000,000 aggregate principal amount of 5.375% Notes due 2028 (the “Securities”) pursuant to the Registration Statement on Form S-3 (Registration No. 333-262016-01) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), and related prospectus, dated January 5, 2022, as supplemented by the prospectus supplement dated April 10, 2023 relating to the offer and sale of the Securities (as so supplemented, the “Prospectus”). The Securities have been issued under the Indenture dated as of September 1, 1998, as supplemented by the First Supplemental Indenture dated as of January 5, 2022 (as so supplemented, together with the officer’s certificated dated April 12, 2023 setting forth the terms of the Securities, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
We have reviewed the Registration Statement, the Prospectus, the Indenture and such other agreements, documents, records, certificates and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for our opinions set forth in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons, and that the Indenture has been duly authorized, executed and delivered by the Trustee.
On the basis of the foregoing and subject to the other qualifications and limitations set forth herein, we are of the opinion that, when the Securities have been duly executed, authenticated, issued and delivered in accordance with the Indenture and as contemplated by the Registration Statement and the Prospectus, and the Securities will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.