As filed with the Securities and Exchange Commission on May 9, 2007

Registration No. 333-        

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BRANDYWINE REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation or Organization)

23-2413352
(I.R.S. Employer Identification No.)

555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087
(Address of Principal Executive Offices)

19462
(Zip Code)

AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)

Gerard H. Sweeney
President and Chief Executive Officer
555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087
(Name and Address of Agent for Service)

(610) 325-5600
(Telephone Number, Including Area Code, of Agent for Service)

With a copy to:
Michael H. Friedman, Esq.
Pepper Hamilton llp
3000 Two Logan Square
Philadelphia, Pennsylvania 19103-2799
(215) 981-4000

Proposed

Proposed maximum

Title of each class of

Amount to be

maximum offering

aggregate

Amount of

securities to be registered

Registered (1)

price per unit (2)

offering price (2)

registration fee (2)

Common Shares of Beneficial Interest, par value $.01 per share

1,799,552

$33.02

$59,421,207

$1824.23

 

 

EXPLANATORY NOTE

          Pursuant to General Instruction E of Form S-8, the contents of Brandywine Realty Trust’s Registration Statements on Form S-8 (Nos. 333-28427, 333-52957 and 333-125311) (together, the “Prior Registration Statements”) are incorporated by reference herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          All information required to be set forth herein which is not contained herein or in the Exhibits hereto is contained in the Prior Registration Statements.

Item 8. Exhibits.

Exhibit
Number				Description
	5.1			Opinion of Pepper Hamilton LLP.
	23.1			Consent of PricewaterhouseCoopers LLP.
	23.2			Consent of Pepper Hamilton LLP (contained in Exhibit 5.1).
	24.1			Power of Attorney (contained in the signature page hereto).

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on May 9, 2007.

POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed by the following persons in the capacity and on the dates indicated.

          KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below hereby constitutes and appoints Gerard H. Sweeney his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title(s)		Date
/s/ Gerard H. Sweeney   Gerard H. Sweeney		President, Chief Executive Officer and Trustee (Principal Executive Officer)		May 9, 2007
/s/ Howard M. Sipzner   Howard M. Sipzner		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 9, 2007
/s/ Darryl M. Dunn   Darryl M. Dunn		Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer)		May 9, 2007
/s/ Walter D’Alessio   Walter D’Alessio		Chairman of the Board of Trustees		May 9, 2007
/s/ D. Pike Aloian   D. Pike Aloian		Trustee		May 9, 2007

Signature		Title(s)		Date
/s/ Thomas F. August   Thomas F. August		Trustee		May 9, 2007
/s/ Donald E. Axinn   Donald E. Axinn		Trustee		May 9, 2007
/s/ Wyche Fowler   Wyche Fowler		Trustee		May 9, 2007
/s/ Michael J. Joyce   Michael J. Joyce		Trustee		May 9, 2007
/s/ Anthony A. Nichols, Sr.   Anthony A. Nichols, Sr.		Trustee		May 9, 2007
/s/ Charles P. Pizzi   Charles P. Pizzi		Trustee		May 9, 2007
/s/ Michael V. Prentiss   Michael V. Prentiss		Trustee		May 9, 2007

EXHIBIT INDEX

Exhibit
Number				Description
	5.1			Opinion of Pepper Hamilton LLP.
	23.1			Consent of PricewaterhouseCoopers LLP.
	23.2			Consent of Pepper Hamilton LLP (contained in Exhibit 5.1).
	24.1			Power of Attorney (contained in the signature page hereto).

EXHIBIT 5.1

Pepper Hamilton LLP
Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750

May 9, 2007

Brandywine Realty Trust
555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087

Re:		Registration Statement on Form S-8

Ladies and Gentlemen:

          We have served as counsel to Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with the registration statement (the “Registration Statement”) of the Company on Form S-8 under the Securities Act of 1933, as amended (the “1933 Act”), and the filing of the Registration Statement with the Securities and Exchange Commission (the “Commission”). The Registration Statement registers the offer and sale of an additional 1,799,552 common shares of beneficial interest, par value $.01 per share (the “Shares”), of the Company, issuable pursuable to the Company’s Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”).

          In connection with our representation of the Company and the opinions hereinafter set forth, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

          1. The Registration Statement, in the form in which it is to be filed with the Commission under the 1933 Act;

          2. The Amended and Restated Declaration of Trust of the Company, as amended, certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

          3. The Bylaws of the Company;

          4. The Plan;

          5. Resolutions adopted by the Board of Trustees of the Company relating to the Plan;

          6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; and

          7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter.

          Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

          We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

          This opinion is being furnished to you solely for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, 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 the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2007 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting which appears in Brandywine Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 9, 2007