EXHIBIT 8.1
LATHAM & WATKINS
ATTORNEYS AT LAW
633 WEST FIFTH STREET, SUITE 4000
CHICAGO OFFICE LOS ANGELES, CALIFORNIA 90071-2007 ORANGE COUNTY OFFICE
-------------- TELEPHONE (213) 485-1234 --------------------
SEARS TOWER, SUITE 5800 FAX (213) 891-8763 650 TOWN CENTER DRIVE, SUITE 2000
CHICAGO, ILLINOIS 60606 COSTA MESA, CALIFORNIA 92626-1925
TELEPHONE (312) 876-7700 TELEPHONE (714) 540-1235
FAX (312) 993-9767 __________ FAX (714) 755-8290
HONG KONG OFFICE SAN DIEGO OFFICE
---------------- ----------------
23RD FLOOR PAUL R. WATKINS (1899 - 1973) 701 "B" STREET, SUITE 2100
STANDARD CHARTERED BANK BUILDING DANA LATHAM (1898 - 1974) SAN DIEGO, CALIFORNIA 92101-8197
4 DES VOEUX ROAD CENTRAL, HONG KONG TELEPHONE (619) 236-1234
TELEPHONE + 852-2905-6400 __________ FAX (619) 696-7419
FAX + 852-2905-6940
SAN FRANCISCO OFFICE
LONDON OFFICE ---------------------
------------- 505 MONTGOMERY STREET, SUITE 1900
ONE ANGEL COURT SAN FRANCISCO, CALIFORNIA 94111-2562
LONDON EC2R 7HJ ENGLAND TELEPHONE (415) 391-0600
TELEPHONE + 44-171-374 4444 FAX (415) 395-8095
FAX + 44-171-374 4460
SILICON VALLEY OFFICE
MOSCOW OFFICE ---------------------
------------- 75 WILLOW ROAD
ULITSA GASHEKA, 7, DUCAT II, 9th Floor MENLO PARK, CALIFORNIA 94025-3656
MOSCOW, RUSSIA 125047 TELEPHONE (650) 328-4600
TELEPHONE + 7-095 785-1234 FAX (650) 463-2600
FAX + 7-095 785-1235
TOKYO OFFICE
NEW JERSEY OFFICE ------------
----------------- INFINI AKASAKA, MINATO-KU
ONE NEWARK CENTER TOKYO 107, JAPAN
NEWARK, NEW JERSEY 07101-3174 TELEPHONE +813-3423-3970
TELEPHONE (973) 639-1234 FAX +813-3423-3971
FAX (973) 639-7298
WASHINGTON, D.C. OFFICE
NEW YORK OFFICE -----------------------
--------------- 1001 PENNSYLVANIA AVE., N.W., SUITE 1300
885 THIRD AVENUE, SUITE 1000 WASHINGTON, D.C. 20004-2505
NEW YORK, NEW YORK 10022-4802 TELEPHONE (202) 637-2200
TELEPHONE (2122) 906-1200 FAX (202) 637-2201
FAX (212) 751-4864
November 21, 1997
AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111
Re: Registration Statement of AMB Property Corporation under Rule 462(b)
Federal Income Tax Consequences
-------------------------------
Ladies and Gentlemen:
We have acted as tax counsel to AMB Property Corporation, a Maryland
corporation (the "Company"), in connection with its sale of up to 2,300,000
shares of common stock of the Company pursuant to a registration statement,
under Rule 462(b) of the Securities Act of 1933, filed with the Securities and
Exchange Commission on November 21, 1997 (including each document incorporated
by reference therein, the "Registration Statement"), in connection with the
registration statement of the Company on Form S-11, filed with the Securities
and Exchange Commission on September 18, 1997 (file number 333-35915), as
amended as of the date hereof.
You have requested our opinion concerning certain of the Federal income
tax consequences to the Company and the purchasers of the securities described
above in connection with the sale described above. This opinion is based on
various facts and assumptions, including the facts set forth in the Registration
Statement concerning the business, properties and governing documents of the
Company and AMB Property, L.P. (the "Operating Partnership"), and their
subsidiaries. We have also been furnished with, and with your consent have
relied upon, (i) certain representations made by the Company and the Operating
Partnership with respect to certain factual matters through a certificate of an
officer
LATHAM & WATKINS
AMB Property Corporation
November 21, 1997
Page 2
of the Company (the "Officer's Certificate"), (ii) certain representations made
by AMB Institutional Realty Advisors, Inc., a California corporation ("AMBIRA"),
with respect to certain factual matters through a certificate of an officer of
AMBIRA (the "AMBIRA Officer's Certificate"), (iii) certain representations made
by AMB Investments, Inc., a California corporation ("AMBII"), with respect to
certain factual matters through a certificate of an officer of AMBII (the "AMBII
Officer's Certificate"), and (iv) certain representations (collectively, the
"Proxy Representations") made by AMB Current Income Fund, Inc., a Maryland
corporation ("CIF"), AMB Value Added Fund, Inc., a Maryland corporation ("VAF"),
and Western Properties Fund-I, a California limited partnership, as set forth in
Exhibit I to that certain Joint Proxy Statement/Offering Memorandum/Consent
Solicitation dated as of July 17, 1997 (the "Proxy"). With respect to certain
matters relating to CIF and VAF (and their successors), we have relied upon the
opinion of Morrison & Foerster, counsel to CIF and VAF (and such successors),
dated November 21, 1997. With respect to matters of Maryland law, we have relied
upon the opinion of Ballard Spahr Andrews & Ingersoll, counsel for the Company,
dated November 21, 1997. With respect to certain matters relating to the tax
status of certain shareholders of AMBIRA, we have relied upon the opinion of
Farella Braun & Martel LLP, counsel for such shareholders, dated November 21,
1997.
In our capacity as tax counsel to the Company, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the Federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
Federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our opinion
that:
1. Commencing with the Company's taxable year ending December 31, 1997,
the Company will be organized in conformity with the requirements for
qualification as a "real estate investment trust" under the Internal Revenue
Code of 1986, as amended (the "Code"), and its proposed method of operation, as
described in the representations of the Company and the Operating Partnership
referred to above, will enable the Company to meet the requirements for
qualification and taxation as such a real estate investment trust.
LATHAM & WATKINS
AMB Property Corporation
November 21, 1997
Page 2
2. The Operating Partnership will be treated as a partnership for
Federal income tax purposes (and not as an association or publicly traded
partnership taxable as a corporation).
3. Commencing with AMBIRA's taxable year ending December 31, 1989,
AMBIRA has qualified for taxation as an "S corporation" (as such term is defined
in Section 1361(a)(1) of the Code) for Federal income tax purposes and will
continue to so qualify through the date of its revocation of its election to be
taxed as an S corporation as a part of the Formation Transactions (as such term
is defined in the Registration Statement).
4. The statements in the Registration Statement set forth under the
caption "Federal Income Tax Consequences" to the extent such information
constitutes matters of law, summaries of legal matters, or legal conclusions,
have been reviewed by us and are accurate in all material respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described
above, including in the Registration Statement, the Officer's Certificate, the
AMBIRA Officer's Certificate, the AMBII Officer's Certificate or the Proxy
Representations, may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust depends
upon the Company's ability to meet (through actual annual operating results,
distribution levels and diversity of stock ownership) the various qualification
tests imposed under the Code, the results of which have not been and will not be
reviewed by Latham & Watkins. Accordingly, no assurance can be given that the
actual results of the Company's operation for any one taxable year will satisfy
such requirements.
This opinion is rendered only to you, and is solely for your use and the
use of your shareholders in connection with the transactions set forth in the
Registration Statement. This opinion may not be relied upon by you or your
shareholders for any other purpose, or furnished to, quoted to, or relied upon
by any other person, firm or corporation, for any purpose, without our 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 under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS