TAX OPINION OF ARMSTRONG TEASDALE LLP
Published on June 7, 1999
EXHIBIT 8.2
[ARMSTRONG TEASDALE LLP LETTERHEAD]
June 2, 1999
Entertainment Properties Trust
1200 Main Street
Suite 3250
Kansas City, MO 64105
Ladies and Gentlemen:
We have acted as tax counsel to Entertainment Properties Trust, a
Maryland real estate investment trust (the "Company") in connection with the
offering and sale by the Company from time to time of up to 5,000,000 common
shares of beneficial interest, $.01 par value per share (the "Shares") which are
the subject of a registration statement on Form S-3, Registration No. 333-78727
(as amended, the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended.
You have requested our opinion as to whether the Company has operated
in a manner to qualify it as a real estate investment trust ("REIT") within the
meaning of Section 856(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). This opinion is solely for the benefit of the Company and may not be
relied upon by, nor may copies be delivered to, any other person without our
prior written consent.
In our capacity as tax counsel to the Company and for the purpose of
rendering this opinion, we have examined and relied upon the following, with
your consent: (i) the Certificate dated May 18, 1999 executed and delivered to
us by the Company and certain of its executive officers (the "Certificate") and
containing representations of fact on which we have relied in giving this
opinion; (ii) the Registration Statement and the documents and reports
incorporated by reference therein, and (iii) such other documents we have
considered relevant to our analysis. In our examination of such documents, we
have assumed the authenticity of original documents, the accuracy of copies, the
genuineness of signatures, and the legal capacity of signatories. We have also
assumed that all parties to such documents have acted, and will act, in
accordance with the terms of such documents.
Our opinion is also based on (a) our understanding of the facts as
represented to us in the Certificate and the accuracy of those facts and (b) the
assumption that (i) the Company is
ARMSTRONG TEASDALE LLP Attorneys at Law
June 2, 1999
Page 2
operated and will continue to operate in the manner described or referred to in
the Certificate and the Registration Statement, (ii) the facts contained in the
Registration Statement are accurate and complete in all material respects, and
(iii) the representations of fact contained in the Certificate are accurate and
complete in all material respects. Although we have made such inquiries and
performed such investigations as we have deemed necessary to fulfill our
professional responsibilities as counsel, we have not undertaken an independent
inquiry into or verification of all of the facts referred to in the Certificate
and the Registration Statement. While we have reviewed the representations made
to us to determine their reasonableness, we have no assurance that they are or
will ultimately prove to be accurate.
We also note that the tax consequences addressed herein depend upon the
actual occurrence of future events, which events may or may not be consistent
with the representations made to us for purposes of this opinion. In particular,
qualification and taxation of the Company as a REIT under the Code depend upon
the Company's ability to meet, on a continuing basis, prescribed distribution
levels, diversity of share ownership and the various qualification tests imposed
by the Code. To the extent the facts differ from those represented to us or
assumed by us herein, our opinion should not be relied upon.
Our opinion is based on existing law as contained in the Code, the
Treasury Regulations promulgated thereunder, administrative pronouncements of
the Internal Revenue Service ("IRS") and court decisions as of the date hereof.
The provisions of the Code and the Treasury Regulations, IRS administrative
pronouncements and case law upon which this opinion is based could be changed at
any time, perhaps with retroactive effect. In addition, some of the issues under
existing law that could significantly affect our opinion have not yet been
authoritatively addressed by the IRS or the courts. Our opinion is not binding
on the IRS or the courts, and there can be no assurance the IRS will not
challenge or that the courts will agree with our conclusions.
Based upon and subject to the foregoing and the next paragraph below,
we are of the opinion that, commencing with the Company's taxable period ended
December 31, 1997 and continuing through its taxable year ended December 31,
1998, the Company has been organized and operated in conformity with the
requirements for qualification as a REIT under the Code, and that if the Company
complies with the method of operation described or referred to in the
Registration Statement and Certificate, the Company will continue to so qualify
for so long as such method of operation is adhered to, absent any changes in the
Code, Treasury Regulations, administrative pronouncements or court decisions.
ARMSTRONG TEASDALE LLP Attorneys at Law
June 2, 1999
Page 3
We undertake no obligation to update this opinion, or to ascertain
after the date hereof whether circumstances occurring after such date may affect
the conclusions set forth herein. We express no opinion relating to the
foregoing as to matters governed by any laws other than the Code, the Treasury
Regulations, published administrative announcements and rulings of the IRS and
case law.
We consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement, the Prospectus included therein and any
Prospectus Supplement filed in connection therewith and to the attachment of
this opinion as an Exhibit to the Registration Statement and/or an Exhibit to a
Current Report of the Company on Form 8-K.
Very truly yours,
/s/ ARMSTRONG TEASDALE LLP
ARMSTRONG TEASDALE LLP