An Overview of Shaw Pittman’s REIT PracticeCounseling REITs for over 30 years

EXECUTIVE SUMMARY

With a tradition of over 30 years counseling REITs, Shaw Pittman’s REIT practice of real estate, corporate, securities,and tax lawyers advises public and private REITs nationally on all types of REIT matters. The firm provides business,legal, and technology services on a global basis.

Shaw Pittman is a full-service law firm with offices in Washington, D.C., Northern Virginia, New York, Los Angeles,and London. Our corporate and securities work for REITs is supported by one of the largest corporate transactionalpractice groups in the region. We also have the largest real estate transactional practice in the region. Ournationally recognized REIT tax practice provides essential advice on all types of REIT transactions. The firmemploys approximately 380 lawyers and professionals. Of these, approximately 110 lawyers specialize in corporate,securities, real estate, and tax law.

Our first priority is always our long-term working relationship with our clients, based on our thorough understanding oftheir businesses and delivery of the expertise they need.

The feedback we most enjoy hearing is that we are unusually practical in our guidance; that we provide thorough butclear explanations, no matter how complex the problem; and that we provide creative solutions.

Shaw Pittman has a strong commitment to the creative use of technology in the practice of law and can offer ourclients the ability to create an extranet through which the client and Shaw Pittman share documents, commonschedules, and other helpful information.

In addition, we can provide MCLE-accredited training to clients' in-house counsel, continuing education on cor-porate governance to directors, and employment and benefits training to business and operational personnel.

We welcome the opportunity to meet with potential REIT and other real estate company clients to discuss our capabilities.

Shaw Pittman:

is a one-stop law firm, able to handle all REIT outside counsel needs from securities issues toreal estate and real estate financing transactions to tax issues to ERISA and other employment-related matters to other specialty areas, such as like-kind exchanges, technology transactions,energy outsourcing, environmental law, trademark law, zoning, land use, and development;

has long-term, broad experience working for and satisfying REIT clients both on specific engagements and on a full-service basis;

understands the perspectives and motivations of REITs as well as other players in the REIT marketplace; and

can handle REIT matters more effectively, efficiently and reliably than less REIT-focused firms.

REIT Pract ice

Shaw Pittman's corporate, securities, real estate, and taxgroups offer extensive experience in the formation,funding, and operation of REITs. The firm's REITrepresentation dates from the 1970s and grew significantlyduring the equity REIT boom in the 1990s. ShawPittman is consistently ranked among the leading REITlaw firms nationally.

Shaw Pittman has represented a number of REIT issuersin their initial public offerings and in multiple follow-on offerings of equity and debt. During the last fiveyears, Shaw Pittman has represented REITs in thepublic issuance of equity and debt worth nearly $6 billion.Our corporate work for REITs is supported by one of thelargest corporate securities practice groups in our region.

Beyond equity and debt financings, the firm's REITpractice has included public and private roll-up transac-tions, representation of special committees of boards ofdirectors of REITs, advisor acquisitions, tax planning foracquisitions using taxable REIT subsidiaries, like-kindexchanges, and spin-offs.

Shaw Pittman has the largest real estate transactionalpractice in our region, with considerable experience inthe acquisition and disposition of individual properties,and major, multi-property portfolios involving propertiesin all 50 states and the District of Columbia.

Many of these transactions for REITs have been struc-tured as contributions in exchange for partnership unitsin a REIT's operating partnership. Shaw Pittman also hasrepresented its REIT clients in billions of dollars of securi-tized rated debt transactions, as well as complicated mezza-nine loan transactions and more traditional real estatefinancings.

Shaw Pittman also has a nationally recognized REIT taxpractice, which provides critical advice on all types ofREIT transactions. Our REIT tax experts regularly speakon national panels devoted to REIT tax issues and areactive members of the National Association of RealEstate Investment Trusts (NAREIT).

Firm Overv iew

Shaw Pittman is a full-service law firm with offices inWashington, D.C., Northern Virginia, New York, LosAngeles, and London. The firm employs approximately380 lawyers and professionals. Of these, approxi-mately 110 lawyers specialize in corporate, securities,real estate, and tax law. Our lawyers have transactionaland regulatory experience in the areas of corporatefinance and securities, real estate and constructionlaw, financial institutions, intellectual property, com-mercial finance, energy and the environment, informa-tion technology and telecommunications, outsourcing,government contracts, transportation, and employmentand benefits law.

The firm also offers clients broad expertise in civil, insur-ance coverage and criminal litigation, federal agencyinvestigations and proceedings, domestic and internation-al arbitration and bankruptcy proceedings, as well asadministrative, legislative, and regulatory advocacybefore Congress and members of the Executive Branch.

Our Cl ients

The firm's clients include Fortune 500 companies andemerging businesses, as well as governmental entities andnonprofit organizations. Among the REITs we currentlyrepresent are Apartment Investment and ManagementCompany (NYSE: AIV), Boston Properties, Inc.(NYSE: BXP), Capital Automotive REIT (Nasdaq NM:CARS), CarrAmerica Realty Corporation (NYSE:CRE), CNL Restaurant Properties, Inc., Corporate OfficeProperties Trust (NYSE: OFC), Commercial Net LeaseRealty, Inc. (NYSE: NNN), Crescent Real EstateEquities Company (NYSE: CEI), Federal RealtyInvestment Trust(NYSE: FRT), TheMills Corporation(NYSE: MLS), SaulCenters, Inc.(NYSE: BFS), andWashington RealEstate InvestmentTrust (NYSE: WRE).

SHAW PITTMAN'S QUALIFICATIONS

REIT Corporate/Secur i t ies Pract iceand Representat ive Transact ions

The next few pages describe Shaw Pittman's capabilitiesand experience in advising REITs on public offerings andpublic company issues, private placements, mergers andacquisitions, partnerships, SEC enforcement, and securi-ties litigation.

Public Offerings and Public Company Representation

We counsel REITs and other public clients and theirinsiders on all types of matters arising under the U.S.securities laws, including how to meet SEC, NYSE,and Nasdaq reporting and corporate governance obliga-tions, how to deal with financial analysts and other cap-ital market participants, and how to comply withcomplex SEC rules such as fair disclosure require-ments, prohibitions against insider trading, and the"short-swing profit" restrictions and reporting obligationsthat apply to transactions by management in the com-

pany's stock. We also prepare client alerts and memo-randa regarding matters of interest to our clients,including the Sarbanes-Oxley Act of 2002 and NYSEand Nasdaq corporate governance reforms.

We regularly represent issuers and underwriters inpublic offerings of common and preferred stock, high-yield and investment-grade debt securities, limitedpartnership interests, and asset-backed securities. Ourrepresentation has involved initial public offerings bycompanies in a wide range of industries, including REITsand other real estate enterprises.

During the last five years, Shaw Pittman has representedREITs in the public issuance of equity and debt worthnearly $6 billion, including those described below.

Representative REIT Common Stock (Firm Commitment) Offerings:

Issuer Amount Underwriters

$65 million Credit Suisse First Boston; Friedman Billings Ramsey; Citigroup

$70 million Credit Suisse First Boston; Citigroup; Friedman Billings Ramsey; A.G. Edwards & Sons; JP Morgan; BB&T Capital Markets; Ferris Baker Watts

Capital Automotive REIT

$65 million Credit Suisse First Boston; CIBC World Markets; Friedman Billings Ramsey; Raymond James; BB&T Capital Markets; Ferris Baker Watts

$65 million Citigroup $115 million Citigroup; Wachovia Securities; A.G. Edwards & Sons;

Legg Mason Wood Walker

Commercial Net Lease Realty, Inc.

$61 million Salomon Smith Barney; Wachovia Securities; A.G. Edwards & Sons; Legg Mason Wood Walker;Raymond James

$390 million Merrill Lynch; Morgan Stanley Dean Witter; PaineWebber; Smith Barney

Crescent Real Estate Equities Company

$613 million Merrill Lynch; Bear Stearns; Donaldson, Lufkin & Jenrette; Morgan Stanley; PaineWebber; Smith Barney

Federal Realty Investment Trust $100 million Wachovia Securities

Representative REIT Common Stock (Best Efforts) Offerings: Issuer Amount Underwriters

$450 million CNL Securities Corp. $450 million CNL Securities Corp. $275 million CNL Securities Corp.

CNL Hospitality Properties, Inc.

$165 million CNL Securities Corp. $450 million CNL Securities Corp. CNL Retirement Properties, Inc. $155 million CNL Securities Corp. $345 million CNL Securities Corp. $275 million CNL Securities Corp.

CNL Restaurant Properties, Inc (Formerly CNL American Properties Fund, Inc.)

$165 million CNL Securities Corp.

Representative REIT Unsecured Notes (Public) Offerings: Issuer Amount Series Underwriters

$75 million 4.5% Notes due 2011 Citigroup; Wachovia Securities; Legg Mason Wood Walker; Merrill Lynch; Bear Stearns & Co.; McDonald Investments

Federal Realty Investment Trust

$150 million 6 1/8% Notes due 2007 Merrill Lynch; Salomon Smith Barney; Wachovia Securities

$50 million 7.55% Notes due 2012 Wachovia Securities $20 million 8.5% Notes due 2010 First Union Securities $100 million 8.125% Notes due 2004 J.P. Morgan; Salomon Smith Barney; First Union

Capital Markets; Goldman Sachs

Commercial Net Lease Realty, Inc.

$100 million 7 1/8% Notes due 2008 J.P. Morgan; Goldman Sachs; Salomon Smith Barney

Representative REIT “Exxon Capital” Exchange Offers:Issuer Amount Series

Exchange Offer for Private Notes 9.5% Senior Notes due 2009Crescent Real Estate Equities Company Exchange Offer for Private Notes 7 1/8% Notes due 2007

6 5/8% Notes due 2002

Shaw P i t tman’s REIT Pract ice

Issuer Amount Series Underwriters

Crescent Real Estate Equities Company

$375 million 9.25% Senior Notes due 2009 J.P. Morgan; Deutsche Bank Securities; Fleet Securities; SG Cowen

$400 million $250 million 7 1/8% Notes due 2007

$150 million 6 5/8% Notes due 2002 Merrill Lynch; Salomon Brothers

Representative REIT Senior Unsecured Notes (Rule 144A) Offerings:

Representative Real Estate Limited Partnership Syndications: Issuer Amount Nature of Investment

Desert Ridge Resort, Ltd.

$2 million (min) $27.5 million (max)

Issuer formed to participate in a $60 million joint venture with Marriott and CNL Hospitality Properties, Inc. to develop a resort hotel property located in the north Phoenix/Scottsdale, AZ area

CNL Income & Growth Fund, I-IV, Ltd.

$1 million (min) $15 million (max) ($87.5 million aggregate)

Blind-pool investments in restaurant operations and properties located throughout the U.S.

Private Placements

Shaw Pittman represents issuers, investment banks, and investors in private placements of securities on a traditionalagency basis and in Rule 144A offerings. We also have substantial experience in global private equity offerings andfamiliarity with the investment and documentation requirements of the institutional private placement market,and have particular expertise in the national syndication of limited partnership programs. Our representationincludes bifurcated international offerings of foreign company securities, which are placed privately with U.S.investors and publicly with non-U.S. investors in reliance on Regulation S under the Securities Act.

Shaw Pittman has represented REITs in the following representative private placements.

REIT Preferred Stock Offerings:Representative

Capital Automotive REIT

$100 million 7.5% Series A Cumulative Redeemable Preferred Shares

Credit Suisse First Boston; A.G. Edwards & Sons; Friedman Billings Ramsey; BB&T Capital Markets; Ferris Baker Watts

Commercial Net Lease Realty

$25 million 6.7% Series B Cumulative Convertible Perpetual Preferred Stock

None

$75 million 6.75% Series A Convertible Cumulative Preferred Shares

Bear, Stearns & Co.; BB&T Capital Markets; Stifel, Nicolaus & Company

$83 million 9.5% Series B Cumulative Redeemable Preferred Shares

Bear, Stearns & Co.; BB&T Capital Markets; Stifel, Nicolaus & Company

Crescent Real Estate Equities Company

$49 million 6.75% Series A Convertible Cumulative Preferred Shares

Saul Centers, Inc.

$100 million

Depository Shares Representing 1/100thof a Share of 8% Series A Cumulative Redeemable Preferred Stock

Friedman Billings Ramsey; Legg Mason Wood Walker

Issuer Amount Series Underwriters

Merrill Lynch; Cohen & SteersInvestment Management

Shaw P i t tman’s REIT Pract ice

Mergers and Acquisitions

Shaw Pittman has extensive experience in representing public companies in negotiated mergers and acquisitions(including auction sales of corporations and divisions), in contested takeovers, and in "going private" transactions. Weregularly represent established public companies in tender offer and proxy contest defense planning. The firm's M&Arepresentation has involved REITs and other types of real estate firms, service and manufacturing firms, technol-ogy companies, government contractors, media and communications enterprises, and other types of businesses, such as ourrepresentation in 1999 of the acquirors of The Washington Redskins.

Issuer Target Consideration Crescent Real Estate Equities Company

Assets of Crescent Operating, Inc. Forgiveness of $78.6 million of debt and rent receivables and issuance of a minimum of $2.1 million of Common Shares

Commercial Net Lease Realty, Inc.

Captec Net Lease Realty, Inc. $52 million of Common Stock, $48 million of 9% Non-Voting Series A Preferred Stock and $12 million in cash

Apartment Investment and Management Company

Oxford Tax Exempt Fund II Limited Partnership

$100 million of Class P Convertible Cumulative Preferred Stock and $106 million of Class A Common Stock

Representative REIT Mergers and Acquisitions:

Partnerships

Shaw Pittman structures and documents public and private offerings of partnerships formed to invest in real estate,energy, equipment, radio and television operations, and other businesses.

We assist in the restructuring of partnerships to deal with defaults on secured debt and in the transactions necessary topermit the partnerships to issue additional equity. We represent both management and insurgents in proxy con-tests for control of limited partnerships. We also participate in the planning of tender offer defenses for public-limitedpartnerships and of tender offers for partnership interests.

SEC Enforcement and Securities Litigation

Shaw Pittman represents companies and individuals in investigations and enforcement proceedings before the SEC'sEnforcement Division and in civil and criminal securities litigation arising from SEC enforcement proceedings.These proceedings have involved such matters as accounting and disclosure requirements, insider trading restrictions,market manipulation issues, and compliance with broker-dealer and investment adviser regulation, such as ourrepresentation of Safety-Kleen Corp. in connection with the SEC's investigation of accounting irregularities.

Our firm has litigated many cases involving securities law issues. These cases have included tender offer defensesinvolving Williams Act issues, proxy litigation involving allegations of inadequate and misleading proxy disclosures,and numerous cases for and against corporations and their officers and directors involving claims of the violation ofthe anti-fraud provisions of the securities laws.

Representation of Independent Directorsand Internal Investigations

Shaw Pittman has a wide range of experience advisingdirectors and officers on their duties and obligations underfederal and state law. We consult with, and make ourselvesavailable to provide independent representation to, boardsof directors and audit committees, compensation commit-tees and special committees of boards in connection withgeneral day-to-day matters and specialized issues.

Recently, we represented the special committee of inde-pendent trustees of First Union Real Estate Equity andMortgage Investments in connection with a proposed$81.1 million merger of the REIT into Gotham Golf Corp.,an affiliate of Gotham Partners, and in the shareholderlitigation that arose out of the proposed transaction.

We also have extensive experience in conducting inter-nal corporate investigations involving allegations of mis-conduct by officers, directors, employees, and thirdparties. Those investigations have involved accountingand financial frauds, as well as a wide range of otherpotential violations of law, and have been conducted inresponse to whistleblower allegations, shareholderderivative actions and governmental investigations.

Other Securities and Finance PracticeCapabilities

The firm is also active in venture capital financings,asset securitizations, and investment company, broker-dealer, and investment adviser regulation.

Tax Matters

Shaw Pittman hasa nationally recog-nized REIT taxpractice, which pro-vides essentialadvice on alltypes of REIT trans-actions, includingUPREITs,DownREITs, andother pass-throughentities utilized byREITs in their oper-ations. Our REITtax experts regularlyspeak on nationalpanels devoted toREIT tax issues.

In order to maintain status as pass-through entities,REITs must comply with extensive tax rules as to their per-missible assets, types of income, and activities. Our taxgroup has considerable experience in devising and pro-posing business structures to solve a variety of REIT taxissues. Many of these transactions have been quiteinnovative, such as the formation of the first REIT"paper clip" entity, Crescent Operating, Inc. Morerecently, we have been advising clients on various usesof taxable REIT subsidiaries.

In addition, our tax attorneys have extensive expertiseand experience in structuring and implementing tax-deferred "like-kind exchanges" pursuant to which aREIT may exchange one real property for one or moreothers without causing a taxable event. REITs generallyfind like-kind exchanges very attractive, especially intheir more innovative forms. The firm's tax lawyersare also responsible for the full range of tax planningand transactional issues generated by the firm's corporateand commercial practices. Our principal tax areasinclude structuring of domestic and international trans-actions, leveraged lease financings, acquisitions, anddispositions (including tax-free reorganizations), financialinstruments, executive compensation (including equity-based compensation), international joint ventures andinvestments, workouts, investment partnerships, familywealth transactions, and non-profit organizations.

Real Estate Pract ice andRepresentat ions

Shaw Pittman's real estate group is the largest realestate transactional practice in the region. We haveconsiderable experience in the acquisition of individualproperties and major, multi-property portfolios involvingproperties in all 50 states and the District of Columbia.Many of these transactions for REITs have been struc-tured as contributions in exchange for partnership unitsin a REIT's operating partnership.

Real Estate Financing

We represent lenders, borrowers, and investors in all typesof financing transactions, including loans for acquisition,development, construction, and permanent financing,as well as secured and unsecured lines of credit. Thesefinancing transactions take the form of direct loans,participations, mezzanine loans, syndicated loans, con-vertible mortgages, land leases, and joint ventures.They often involve multi-currency loans and applicable

Shaw P i t tman’s REIT Pract ice

foreign rate structures, as well as swaps, collars, andsimilar interest rate protection agreements. Securitized financing is an important component of ourreal estate practice. Lawyers in our real estate, corporate,securities, and tax groups work with clients to developnew sources of capital. We have represented clients inconnection with the securitization of real estate-relatedassets, including several unique projects involving pub-lic-private partnerships.

Real Estate Acquisition and Development

We represent buyers and sellers of real estate in acquisition,disposition, and exchange transactions. Thesetransactions range from individual property transfers tomultistate, multi-property asset transfers, and have beenstructured as both asset and entity sales. They involveall types of real estate, including raw land, commercialoffice, and industrial buildings, hotels, residential proj-ects, shopping centers, and data centers. We counselclients on structuring transactions (including complexentity formation and tax planning), drafting and negoti-ating purchase contracts, ground leases, restrictivecovenant and easement agreements, site developmentagreements, and related acquisition documents, andconducting closings.

Real Estate Leasing

Shaw Pittman's leasing practice involves all types ofcommercial real estate, including shopping centers, officebuildings, data centers, and industrial projects. We rep-resent both landlords and tenants in all aspects of leasenegotiations, including equity participations and complextenant construction issues. In addition, we have sub-stantial experience representing landlords in their effortsto lease space to the federal government, includingcounseling throughout the bid solicitation process andnegotiating with the General Services Administrationand other federal agencies. Members of our litigationgroup have substantial experience in the enforcement ofleases and eviction matters. Recently, we represented thedeveloper in connection with the largest private sectorlease in the history of the District of Columbia.

Housing

Shaw Pittman has extensive experience in multifamilyhousing transactions, including acquisitions and dis-positions of existing properties, development of newprojects and renovations of existing buildings, joint

ventures, and financings (including tax-exempt bondfinancings, construction and permanent loans). Forclients contemplating the development of new multi-family housing, we have provided advice regarding rentcontrol laws and the advantages of establishing con-dominium regimes. Shaw Pittman has closed morethan $1 billion of military housing privatizations overthe past three years, incuding privatizations at Navaland Marine Corps bases in California and Virginia.In each of these transactions, we represented a jointventure between the U.S. Navy and one or more realestate developers to develop, construct, renovate,manage and operate family housing at the applicablemilitary base.

Distressed Real Estate

Our substantial national financing experience hasinvolved the firm in virtually every type of distressedreal estate matter, including workouts, loan restructuring,foreclosures, and other resolutions of distressed realestate. Furthermore, Shaw Pittman's bankruptcygroup provides expertise in all aspects of bankruptcycounseling and litigation, including contested Chapter11 cases, fraudulent transfers, preferential transfers,and reorganizations.

We also counsel landlords in their dealings with bank-rupt tenants, borrowers in their dealings with lenders,and lenders in their dealings with borrowers, and onthe developing case law involving lender liability andthe Equal Credit Opportunity Act.

Zoning, Land Use, and Development

Our zoning, land use and development lawyers havelong played a central role in the development of theWashington metropolitan area and communities acrossthe nation. We represent local and national commercialand residential developers, corporations, industrial users,educational and nonprofit institutions, health carefacilities, shopping center and regional mall opera-tors, national and local retailers and restaurants,hotels, senior living developers, wireless communicationcompanies, biotech and Internet companies, foreign gov-ernments, international institutions, office tenants, andforeign investors.

We obtain approvals for major rezonings, site plans,subdivisions, historic preservation projects, transferabledevelopment rights (TDRs), zoning text amendments,environmental reviews, tax incentives, building per-mits, certificates of occupancy, and street and alleyclosings. Our counsel has aided the development of awide variety of projects, including transit stationdevelopment, waterfront development, public/privatepartnerships, university campus plan development,historic preservation, retail and office building devel-opment, residential development (including bothtownhouse and high-rise projects), value-added zoning(tax incentives and abatements, TDRs), nursinghome/assisted living facility siting and development,siting of telecommunications facilities from Internethotels to thinly disguised antenna towers, and duediligence on clients' real estate investments.

Our zoning, land use, and development lawyersrepresent many clients in the Washington D.C. metro-politan area and across the country. The firm currently

represents the Cityof Memphisregarding thepotentialredevelopmentof its MississippiRiverfront.In portfolio realestate acquisitions,we undertake zon-ing due diligencereviews nationally.

Construction Contracts

Shaw Pittman has a diversified construction practiceinvolving structuring transactions, negotiating con-tracts, counseling, document preparation, claimspreparation and analysis, and litigation. Clients includeproject owners, financial institutions, general contractors,subcontractors, and design professionals locatedthroughout the United States.

We handle legal matters relating to construction proj-ects such as high-rise office buildings, shopping centers,newspaper production facilities, residential develop-ments, convention centers, sports facilities, prisons,postal facilities, hotels, airline terminals, nuclear andfossil fuel power plants, highways, privately financed andconstructed toll roads, sewer systems and sewage treat-ment plants, waste-to-energy facilities, as well as variousother commercial projects and industrial plants.

Typical construction-related matters handled by thefirm include:

Preparation, review, and negotiation ofdevelopment, design, engineering, design/build, and construction contract documents;

Evaluation of insurance coverage for participants in the construction process;

Preparation, settlement or litigation of claims arising from changes in scope of work, delay, disruption, acceleration, termination, and other performance-related matters; and

Claims against contractors and designprofessionals arising because of design errorsor defective construction.

Shaw P i t tman’s REIT Pract ice

Corporate/Securities

Edmund Graff 202.663.9291edmund.graff@shawpittman.com

Jeffrey Grill202.663.9201 jeffrey.grill@shawpittman.com

William Horton202.663.9249william.horton@shawpittman.com

Sylvia Mahaffey202.663.8027sylvia.mahaffey@shawpittman.com

Kimberly Mann202.663.8281 kimberly.mann@shawpittman.com

Thomas McCormick202.663.8175 thomas.mccormick@shawpittman.com

John McDonald202.663.8456john.mcdonald@shawpittman.com

Robert Robbins 202.663.8136 robert.robbins@shawpittman.com

Tax

Eileen Brownell703.770.7711eileen.brownell@shawpittman.com

Charles Temkin202.663.8425charles.temkin@shawpittman.com

Real Estate

Anne Planning202.663.9164anne.planning@shawpittman.com

Diane Richer202.663.8157diane.richer@shawpittman.com

Timothy Watkins202.663.8727timothy.watkins@shawpittman.com

Wendelin White202.663.8360wendelin.white@shawpittman.com

Contacts

The following is a list of some partners and counsel of our firm with expertise in representation of REITs.Additional information about our lawyers can be found on our website at www.shawpittman.com.

We welcome the opportunity to meet face toface with potential REIT and other real estatecompany clients to discuss our capabilities.

Copyright 2004 Shaw Pittman LLP BR-0023-04 REIT

www.shawpittman.com

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