Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
May 19, 2021
Board of Directors
PS Business Parks, Inc.
701 Western Avenue
Glendale, California 91201-2349
Ladies and Gentlemen:
We are acting as counsel to PS Business Parks, Inc., a Maryland corporation (the Company), in connection with its Post-Effective Amendment No. 1 (the Post-Effective Amendment) to its registration statements on Form S-8 (File Nos. 333-203771, 333-184316, 333-129463 and 333-104604) (collectively, the Registration Statements), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act) relating to the proposed offering of the following shares of common stock, par value $0.01 per share, of the Company (the Shares), to be issued from time to time: (i) up to 130,000 shares of common stock pursuant to the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors, (ii) up to 1,444,500 shares of common stock pursuant to the PS Business Parks, Inc. 2012 Equity and Performance-Based Incentive Compensation Plan, (iii) up to 70,000 shares of common stock pursuant to the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors and (iv) up to 1,500,000 shares of common stock pursuant to the PS Business Parks, Inc. 2003 Stock Option and Incentive Plan (collectively, the Plans). The Post-Effective Amendment is being filed with the Commission under the Act for the purpose of updating the Registration Statements following the Companys change in its domicile from the State of California to the State of Maryland. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statements.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We have also assumed that the Shares will not be issued in violation of the ownership limit contained in the Companys charter. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Post-Effective Amendment, (ii) issuance of the Shares pursuant to the terms of the Plans, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and in the Plans, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statements. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Post-Effective Amendment.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Post-Effective Amendment. In giving this consent, we do not thereby admit that we are an expert within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP