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The Prospectus Supplement.ĚýThe Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus Supplement or any such amendment or supplement was or is issued, and at the Closing Time shall not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that this representation, warranty and agreement shall not apply to statements in or omissions from the Prospectus Supplement or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in such Prospectus Supplement or any amendments or supplements thereto. Each preliminary prospectus supplement (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto), the Prospectus Supplement or any amendment or supplement thereto complied or will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus supplement and the Prospectus Supplement delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

The Prospectus Supplement.ĚýThe Registration Statement as amended at the time it became effective is herein referred to as the "Registration Statement," the prospectus dated October 6, 1999 and the Prospectus Supplement dated March ___, 2000, in the forms filed with the Commission pursuant to Rule 424(b) of the published rules and regulations of the Commission under the Act are herein collectively referred to as the "Prospectus Supplement." We have also examined: the Underwriting Agreement; the articles of incorporation and bylaws of the Company and each Domestic Subsidiary (as defined herein); corporate minutes and resolutions of the Company as presented to us; and such other agreements and instruments of the Company and certificates of officers of the Company and each Domestic Subsidiary with respect to factual matters and of public officials as we believe necessary or appropriate in order to render the opinions expressed herein. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to original documents of all documents presented to us as copies thereof, and the authenticity of the original documents from which any such copies were made, which assumptions we have not independently verified. Based upon all of the foregoing, and subject to the qualifications and assumptions noted below, we are of the opinion that:

The Prospectus Supplement.ĚýThe documents described and identified in clauses (a) and (b) above are referred to as the â€�Transaction Documents.â€� We have also reviewed a copy of the certificate of incorporation of the Company as certified by the Delaware Secretary of State on September 10, 2009 (the “Certificate of Incorporationâ€�), the bylaws of the Company, as amended (the “Bylawsâ€�), and copies of resolutions of the board of directors of the Company and such other documents, and have considered such matters of law and fact, in each case as we, in our professional judgment, have September 18, 2009 deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of the Company without investigation or analysis of any underlying data contained therein.