Exhibit 5.1
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 | | ONE INDEPENDENT DR SUITE 1300 JACKSONVILLE, FL 32202-5017 904.359.2000 TEL 904.359.8700 FAX FOLEY.COM | | |
August 15, 2024
Regency Centers Corporation
Regency Centers, L.P.
One Independent Drive - Suite 114
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration Statements on Form S-3 (SEC File Nos. 333-270763 and 333-270763-01) of Regency Centers, L.P. (the “Issuer”) and Regency Centers Corporation, as guarantor (“Regency”), under the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of (a) $325,000,000 aggregate principal amount of 5.100% Notes Due 2035 of the Issuer (the “Notes”) and (b) the guarantee of Regency with respect to the Notes (the “Guarantee”), to be issued against payment therefor.
In connection with the issuance of such securities, we have examined and are familiar with: (a) the agreement of limited partnership of the Issuer, as presently in effect, (b) the restated articles of incorporation and the amended and restated bylaws of Regency, each as presently in effect, (c) the proceedings of and actions taken by the Board of Directors of Regency, as general partner of the Issuer, in connection with the issuance and sale of the Notes, (d) the proceedings of and actions taken by the Board of Directors of Regency, on its own behalf, in connection with the issuance of the Guarantees and (e) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing and subject to the qualifications and assumptions set forth herein, we are of the opinion that:
| | 1. | The Notes have been duly authorized, and when duly executed, authenticated, issued and delivered against payment therefor will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable subordination, fair dealing, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and |
| | 2. | The Guarantee has been duly authorized, and when duly executed, issued and delivered by Regency and, when the Notes have been authenticated and issued, will constitute a valid and legally binding obligation of Regency enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable subordination, fair dealing, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
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