LIBERTY PROPERTY TRUST (Form: S-8, Received: 06/30/2011 16:40:41)

As filed with the Securities and Exchange Commission on June 30, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIBERTY PROPERTY TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland		23-7768996
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

500 Chesterfield Parkway

Malvern, Pennsylvania 19355-8707

(Address and Zip Code of Principal Executive Offices)

LIBERTY PROPERTY TRUST AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

James J. Bowes, Esquire

Secretary and General Counsel

Liberty Property Trust

500 Chesterfield Parkway

Malvern, Pennsylvania 19355

(610) 648-1700

(Name, Address, Zip Code and Telephone Number of Agent for Service)

Copies to:

Justin W. Chairman, Esquire

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

(215) 963-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (3)
Common Shares of Beneficial Interest, $0.001 par value	750,000	$	32.84	(2)	$	24,630,000	(2)	$	2,860

(1)	This registration statement on Form S-8 (this “Registration Statement) covers shares of the Common Shares of Beneficial Interest, $0.001 par value (“Common Shares”), of Liberty Property Trust (the “Trust”) that may be offered and sold from time to time pursuant to the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of Common Shares being registered shall be adjusted to include any additional Common Shares that may become issuable as a result of stock splits, stock dividends, recapitalizations or similar transactions in accordance with the anti-dilution provisions of the Plan.

(2)	Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for shares of the Common Shares on June 28, 2011, as reported on the New York Stock Exchange.

(3)	Calculated pursuant to Section 6(b) of the Securities Act, as follows: $116.10 per $1,000,000 of proposed maximum aggregate offering price.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by Liberty Property Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement (other than, in each case, documents or information deemed to be furnished and not filed in accordance with Commission rules). The Trust and Liberty Property Limited Partnership, the Trust’s operating partnership (the “Operating Partnership”), together, along with their subsidiaries and affiliates, are sometimes referred to in this Registration Statement using the words “we,” “our” or “us,” or as the “Company.”

(a) The Annual Reports on Form 10-K of the Trust and the Operating Partnership for the fiscal year ended December 31, 2010 (File Nos. 001-13130 and 001-13132);

(b) The Quarterly Reports on Form 10-Q of the Trust and the Operating Partnership for quarter ended March 31, 2011 (File Nos. 001-13130 and 001-13132);

(c) The Current Reports on Form 8-K of the Trust and the Operating Partnership filed with the Commission on January 6, 2011, March 3, 2011, May 13, 2011 and June 30, 2011 (File Nos. 001-13130 and 001-13132); and

(d) The description of the Trust’s common shares contained in the Registration Statement on Form 8-A of the Trust registering the common shares under Section 12 of the Securities Exchange Act of 1934, filed with the SEC on June 8, 1994 (File No. 001-13130).

In addition, all documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be a part of this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference or deemed to be a part of this Registration Statement modifies or supersedes such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be a part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement. In either case, any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.

Our Exchange Act file number with the Commission is 001-13130.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited (i) the consolidated financial statements and schedules of the Trust and the Operating Partnership included in our Current Report on Form 8-K filed dated June 30, 2011, and (ii) the effectiveness of our internal control

over financial reporting as of December 31, 2010 included in our Annual Report on Form 10-K for the year ended December 31, 2011, as set forth in their reports, which are incorporated by reference into this prospectus and elsewhere in the registration statement. Our financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Trust

Under Sections 8-301(15) and 2-418 of the Maryland General Corporation Law, as amended, the Trust has the power to indemnify members of the board of trustees and officers of the Trust under certain prescribed circumstances (including when authorized by a majority vote of a quorum of disinterested trustees, by a majority vote of a committee of two or more disinterested trustees, by independent legal counsel, or by shareholders) and, subject to certain limitations (including, unless otherwise determined by the proper court, when such trustee or officer is adjudged liable to the Trust), against certain costs and expenses, including attorneys’ fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his or her being a trustee or officer of the Trust if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provisions (including when such trustee or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Trust’s best interests), and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article XII of the Trust’s By-laws provides that the Trust has the power to indemnify members of the board of trustees, officers and shareholders of the Trust against expenses (including legal fees) reasonably incurred by any of them in connection with the successful defense of a proceeding to which such person was made a party by reason of such status, whether the success of such defense was on the merits or otherwise, to the maximum extent permitted by law. The trustees, officers and shareholders of the Trust also have the right, in certain circumstances, to be paid in advance for expenses incurred in connection with any such proceedings. In addition, Section 9.4 of the Trust’s Amended and Restated Declaration of Trust, as amended, provides that the Trust has the power to indemnify trustees, officers and shareholders of the Trust, and pay or reimburse reasonable expenses in advance of final disposition of a proceeding.

The Operating Partnership

Section 8570 of the Pennsylvania Revised Uniform Limited Partnership Act authorizes the Operating Partnership to indemnify any partner or other person from and against any and all claims and demands whatsoever, unless it is determined by a court that the act or omission giving rise to the claim of indemnification constituted willful misconduct or recklessness.

The Amended Limited Partnership Agreement of the Operating Partnership, as amended as of the date hereof (the “Partnership Agreement”), provides for indemnification of the general partners of the

Operating Partnership and others. Section 7.8(d) of the Partnership Agreement authorizes the Operating Partnership to purchase and maintain insurance on behalf of its general partner and others against any liability that may be asserted against or expenses that may be incurred by such person regardless of whether the Operating Partnership would have the power to indemnify such person against liability under the Partnership Agreement. In addition, Section 7.9 of the Partnership Agreement limits the liability of the Operating Partnership’s general partner for monetary and other damages.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.		Description

4.1*		Liberty Property Trust Amended and Restated Employee Stock Purchase Plan.

5.1*		Opinion of Saul Ewing LLP.

23.1*		Consent of Ernst & Young LLP relating to the Trust.

23.2*		Consent of Ernst & Young LLP relating to the Operating Partnership.

23.3*		Consent of Saul Ewing LLP (included in Exhibit 5.1 filed herewith).

24.1*		Power of Attorney (included on signature pages hereof).

* Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 Borough of Malvern in Chester County, Commonwealth of Pennsylvania, Commonwealth of Pennsylvania, on the 30th day of June, 2011.

	LIBERTY PROPERTY TRUST


	By:	/s/ William P. Hankowsky
		William P. Hankowsky
		Chairman of the Board of Trustees,
		President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William P. Hankowsky, George J. Alburger, Jr. and James J. Bowes, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to this Registration Statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ William P. Hankowsky	Chairman of the Board of Trustees,	June 30, 2011
William P. Hankowsky	President and Chief Executive Officer
	(Principal Executive Officer)


/s/ George J. Alburger, Jr.	Chief Financial Officer	June 30, 2011
George J. Alburger, Jr.	(Principal Financial and
	Accounting Officer)

/s/ Frederick F. Buchholz	Trustee	June 30, 2011
Frederick F. Buchholz


/s/ Thomas C. DeLoach, Jr.	Trustee	June 30, 2011
Thomas C. DeLoach, Jr.


/s/ Katherine Dietze	Trustee	June 30, 2011
Katherine Dietze


/s/ Daniel P. Garton	Trustee	June 30, 2011
Daniel P. Garton


/s/ M .Leanne Lachman	Trustee	June 30, 2011
M. Leanne Lachman


/s/ David L. Lingerfelt	Trustee	June 30, 2011
David L. Lingerfelt


/s/ Stephen B. Siegel	Trustee	June 30, 2011
Stephen B. Siegel


/s/ Stephen D. Steinour	Trustee	June 30, 2011
Stephen D. Steinour

EXHIBIT INDEX

Exhibit No.		Description

4.1*		Liberty Property Trust Amended and Restated Employee Stock Purchase Plan

5.1*		Opinion of Saul Ewing LLP.

23.1*		Consent of Ernst & Young LLP relating to the Trust.

23.2*		Consent of Ernst & Young LLP relating to the Operating Partnership.

23.3*		Consent of Saul Ewing LLP (included in Exhibit 5.1 filed herewith).

24.1*		Power of Attorney (included on signature pages hereof).

* Filed herewith.

Exhibit 4.1

LIBERTY PROPERTY TRUST

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of the Company and its subsidiaries an opportunity to purchase the common shares of beneficial interest in Liberty Property Trust (the “Company”). The Board of Trustees of the Company believes that employee participation in stock ownership will be to the mutual benefit of the employees and the Company.

ARTICLE I

Definitions

Sec. 1.01 “Board of Trustees” means the Board of Trustees of the Company.

Sec. 1.02 “Code” means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be taken to be references to corresponding sections of any successor statute.

Sec. 1.03 “Committee” means the committee appointed by the Board of Trustees to administer the Plan, as provided in Section 5.04.

Sec. 1.04 “Company” means Liberty Property Trust, a Maryland real estate investment trust, or any successor by merger or otherwise.

Sec. 1.05 “Compensation” means a Participant’s base wages, overtime pay, commissions, cash bonuses, premium pay and shift differential, before giving effect to any compensation reductions made in connection with plans described in Section 401(k) or 125 of the Code. However, Compensation shall not include any contributions (other than contributions under Section 401(k) of the Code or Section 125 of the Code, deducted from such Compensation) made by the Company or any Subsidiary on the Employee’s behalf to any employee benefit or welfare plan now or hereafter established. The Company may make modifications to the definition of Compensation for one or more offerings as deemed appropriate.

Sec. 1.06 “Effective Date” means June 21, 2011.

Sec. 1.07 “Election Date” means each June 1 and January 1 or such other dates as the Committee shall specify; provided that the first Election Date for the Plan shall be the Effective Date.

Sec. 1.08 “Eligible Employee” means each employee of the Employer:

(i) Who is employed by the Employer as an employee (and not as an independent contractor),

(ii) Whose customary employment is for more than 20 hours per week and for more than five months per year,

(iii) Who is not deemed for purposes of Section 423(b)(3) of the Code to own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary, and

(iv) Who has completed at least 1 year of service with the Employer, including any period of service with any predecessor business unit acquired by the Employer (whether by asset purchase, stock purchase, merger or otherwise).

Sec. 1.09 “Employer” means the Company and each Subsidiary.

Sec. 1.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and as the same may hereafter be amended.

Sec. 1.11 “Market Value” means the last price for the Stock as reported on the principal market on which the Stock is traded for the date of reference. If there was no such price reported for the date of reference, “Market Value” means the last reported price for the Stock on the day next preceding the date of reference for which such price was reported or, if there was no such reported price, the fair market value as determined by the Committee.

Sec. 1.12 “Participant” means each Eligible Employee who elects to participate in the Plan.

Sec. 1.13 “Plan” means the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan, as set forth herein and as hereafter amended.

Sec. 1.14 “Plan Year” means each calendar year during which the Plan is in effect.

Sec. 1.15 “Purchase Agreement” means the instrument prescribed by the Committee pursuant to which an Eligible Employee may enroll as a Participant and subscribe for the purchase of shares of Stock on the terms and conditions offered by the Company. The Purchase Agreement is intended to evidence the Company’s offer of an option to the Eligible Employee to purchase Stock on the terms and conditions set forth therein and herein. A Purchase Agreement may be delivered and executed electronically if such a process is authorized by the Company.

Sec. 1.17 “Purchase Date” means the last day of each Purchase Period.

Sec. 1.18 “Purchase Period” means a six-month period beginning on each January 1 and July 1, or such other period specified by the Committee, during which the Participant’s Stock purchase is funded through payroll deduction accumulations.

Sec. 1.19 “Purchase Price” means the purchase price for shares of Stock purchased under the Plan, determined as set forth in Section 3.03.

Sec. 1.20 “Stock” means the common shares of beneficial interest, $.001 par value per share, in the Company.

Sec. 1.21 “Subsidiary” means any present or future corporation which (i) constitutes a “subsidiary corporation” of the Company as that term is defined in Section 424 of the Code and (ii) is designated as a participating entity in the Plan by the Committee.

ARTICLE II

Admission to Participation

Sec. 2.01 Initial Participation . An Eligible Employee may elect to participate in the Plan and may become a Participant effective as of any Election Date, by executing and filing with the Committee a Purchase Agreement at such time in advance of the Election Date as the Committee shall prescribe. The Purchase Agreement shall remain in effect until it is modified through discontinuance of participation under Section 2.02 or a change under Section 3.05.

Sec. 2.02 Discontinuance of Participation .

(a) A Participant may voluntarily cease his or her participation in the Plan and stop payroll deductions at any time by filing a notice of cessation of participation on such form and at such time in advance of the Purchase Date as the Committee shall prescribe. A Participant who ceases contributions during a Purchase Period may not make additional contributions to the Plan during the Purchase Period. The Participant may again elect to participate in the Plan on the next Election Date, if the Participant is then an Eligible Employee. The Participant who ceases contributions during a Purchase Period may request payment of any funds held in his or her account under the Plan. Any funds remaining in the Participant’s account on the Purchase Date shall be used to purchase Stock pursuant to Section 3.04, if the Participant remains an Eligible Employee.

(b) If a Participant ceases to be an Eligible Employee, his or her participation automatically shall cease, no further purchase of Stock shall be made for the Participant and the Participant may request payment of any funds held in his or her account under the Plan.

Sec. 2.03 Readmission to Participation . Any Eligible Employee who has previously been a Participant, who has discontinued participation (whether by cessation of eligibility or otherwise), and who wishes to be reinstated as a Participant may again become a Participant by executing and filing with the Committee a new Purchase Agreement. Reinstatement to Participant status shall be effective as of any Election Date, provided the

Participant files a new Purchase Agreement with the Committee at such time in advance of the Election Date as the Committee shall prescribe.

ARTICLE III

Stock Purchase and Resale

Sec. 3.01 Reservation of Shares . There shall be 750,000 shares of Stock reserved for issuance or transfer under the Plan, subject to adjustment in accordance with Article IV. Except as provided in Article IV, the aggregate number of shares of Stock that may be purchased under the Plan shall not exceed the number of shares of Stock reserved under the Plan.

Sec. 3.02 Limitation on Shares Available .

(a) The maximum number of shares of Stock that may be purchased for each Participant on a Purchase Date is the lesser of (a) the number of whole and fractional shares of Stock that can be purchased by applying the full balance of the Participant’s withheld funds to the purchase of shares of Stock at the Purchase Price, or (b) the Participant’s proportionate part of the maximum number of shares of Stock available under the Plan, as stated in Section 3.01.

(b) Notwithstanding the foregoing, if any person entitled to purchase shares pursuant to any offering under the Plan would be deemed for purposes of Section 423(b)(3) of the Code to own stock (including any number of shares of Stock that such person would be entitled to purchase under the Plan) possessing five percent or more of the total combined voting power or value of all classes of stock of Company, the maximum number of shares of Stock that such person shall be entitled to purchase pursuant to the Plan shall be reduced to that number which, when added to the number of shares of stock that such person is deemed to own (excluding any number of shares of Stock that such person would be entitled to purchase under the Plan), is one less than such five percent. Any amounts withheld from a Participant’s compensation that cannot be applied to the purchase of Stock by reason of the foregoing limitation shall be returned to the Participant as soon as practicable.

(c) A Participant may not purchase shares of Stock having an aggregate Market Value of more than $25,000, determined at the beginning of each Purchase Period, for any calendar year in which one or more offerings under this Plan are outstanding at any time, and a Participant may not purchase a share of Stock under any offering after the expiration of the Purchase Period for the offering.

Sec. 3.03 Purchase Price of Shares .

(a) Unless the Committee determines otherwise, the Purchase Price per share of the Stock to be sold to Participants under the Plan shall be the lower of:

(i) 85% of the Market Value of such share on the first day of the Purchase Period, or

(ii) 85% of the Market Value of such share on the Purchase Date.

(b) The Committee may determine that the Purchase Price shall be the Market Value, or a percentage of the Market Value, on either of the first day of the Purchase Period or the Purchase Date, or the lower of such values, so long as the percentage shall not be lower than 85% of such Market Value.

Sec. 3.04 Exercise of Purchase Privilege .

(a) As of the first day of each Purchase Period, each Participant shall be granted an option to purchase shares of Stock at the Purchase Price specified in Section 3.03. The option shall continue in effect through the Purchase Date for the Purchase Period. Subject to the provisions of Section 3.02 above, on each Purchase Date, the Participant shall automatically be deemed to have exercised his or her option to purchase shares of Stock, unless he or she notifies the Committee, in such manner and at such time in advance of the Purchase Date as the Committee shall prescribe, of his or her desire not to make such purchase.

(b) Subject to the provisions of Section 3.02, there shall be purchased for the Participant on each Purchase Date, at the Purchase Price for the Purchase Period, the largest number of whole and fractional shares of Stock as can be purchased with the amounts withheld from the Participant’s Compensation during the Purchase Period. Each such purchase shall be deemed to have occurred on the Purchase Date occurring at the close of the Purchase Period for which the purchase was made.

(c) At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, local, foreign or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Stock. At any time, the Company may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefit attributable to sale or early disposition of Stock by the Participant. The Committee may require the Participant to notify the Company before the Participant sells or otherwise disposes of any shares acquired under the Plan.

Sec. 3.05 Payroll Deductions .

(a) Each Participant shall authorize payroll deductions from his or her Compensation for the purpose of funding the purchase of Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement, each Participant shall authorize an after-tax payroll deduction from each payment of Compensation during the Purchase Period of an amount not less than $25 per paycheck ($50 for any Participant on a monthly payroll period) and not more than 10% of such Participant’s Compensation. A Participant may change the deduction to any permissible level effective as of any Election Date. A change shall be made by filing with the

Committee a notice in such form and at such time in advance of the Election Date on which the change is to be effective as the Committee shall prescribe.

(b) Notwithstanding the foregoing, to the extent necessary to comply with the limitations of Section 423(b)(8) of the Code, a Participant’s payroll deductions may be decreased to 0% during any Purchasing Period if such Participant would, as a result of such limitations, be precluded from buying any additional Stock on the Purchase Date for that Purchasing Period. The suspension of such deductions shall not terminate the Participant’s participation in the Plan. Payroll deductions shall recommence at the rate provided in such Participant’s enrollment agreement at the beginning of the first Purchasing Period for which the Participant is able to purchase shares in compliance with the limitations of Section 423(b)(8) of the Code.

Sec. 3.06 Payment for Stock . The Purchase Price for all shares of Stock purchased by a Participant under the Plan shall be paid out of the Participant’s authorized payroll deductions. All funds received or held by the Company under the Plan are general assets of the Company, shall be held free of any trust or other restriction, and may be used for any corporate purpose.

Sec. 3.07 Share Ownership; Issuance of Certificates .

(a) The shares of Stock purchased by a Participant on a Purchase Date shall, for all purposes, be deemed to have been issued or sold at the close of business on the Purchase Date. Prior to that time, none of the rights or privileges of a shareholder of the Company shall inure to the Participant with respect to such shares of Stock. All the shares of Stock purchased under the Plan shall be delivered by the Company in a manner as determined by the Committee.

(b) The Committee, in its sole discretion, may determine that shares of Stock shall be delivered by (i) issuing and delivering to the Participant a certificate for the number of shares of Stock purchased by the Participant, (ii) issuing and delivering certificates for the number of shares of Stock purchased to a firm which is a member of the National Association of Securities Dealers, as selected by the Committee from time to time, which shares shall be maintained by such firm in a separate brokerage account for each Participant, or (iii) issuing and delivering certificates for the number of shares of Stock purchased by Participants to a bank or trust company or affiliate thereof, as selected by the Committee from time to time, which shares may be held by such bank or trust company or affiliate in street name, but with a separate account maintained by such entity for each Participant reflecting such Participant’s share interests in the Stock. Each certificate or account, as the case may be, may be in the name of the Participant or, if he or she so designates on the Participant’s Purchase Agreement, in the Participant’s name jointly with the Participant’s spouse, with right of survivorship, or in such other form as the Committee may permit.

(c) The Committee, in its sole discretion, may impose such restrictions or limitations as it shall determine on the resale of Stock, the issuance of individual stock certificates or the withdrawal from any shareholder accounts established for a Participant.

(d) If, under Section 3.07(b), certificates for Stock are held for the benefit of the Participant, any dividends payable with respect to shares of Stock credited to a shareholder account of a Participant will, at the Participant’s election, either be (i) reinvested in whole and fractional shares of Stock and credited to the Participant’s account or (ii) paid directly to the Participant. If dividends are reinvested in shares of Stock, such reinvestment shall be made based on the Market Value of the Stock at the date of the reinvestment, with no discount from Market Value.

(e) Notwithstanding the foregoing, with respect to any Offering Date that occurs on or after June , 2011, all stock certificates representing shares of Stock purchased by Participants shall be held in escrow by the Company and shall not be transferred to such Participants or a brokerage account for such Participants until the shareholders have approved the Plan, as adopted effective June , 2011.

Sec. 3.08 Distribution of Shares or Resale of Stock .

(a) A Participant may request a distribution of shares of Stock purchased for the Participant under the Plan or order the sale of such shares at any time by making a request in such form and at such time as the Committee shall prescribe.

(b) If a Participant terminates his or her employment with the Employer or otherwise ceases to be an Eligible Employee, the Participant shall receive a distribution of his or her shares of Stock held in any shareholder account established pursuant to Section 3.07(b), unless the Participant elects to have the shares of Stock sold in accordance with such procedures as the Committee shall prescribe.

(c) If a Participant is to receive a distribution of shares of Stock, or if shares are to be sold, the distribution or sale shall be made in whole and fractional shares of Stock. Any brokerage commissions resulting from a sale of Stock shall be deducted from amounts payable to the Participant.

Sec. 3.09 Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. In addition, should the Plan not be registered on a Purchase Date of any Purchasing Period in any foreign jurisdiction in which such registration is required, then no options granted with respect to the Purchasing Period to employees in that foreign jurisdiction shall be exercised on such Purhcase Date, and all contributions accumulated on behalf of such employees during the Purchasing Period ending with such Purchase Date shall be distributed to the participating employees in that foreign jurisdiction without interest unless the terms of the offering specifically provide otherwise or otherwise required by applicable law.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

ARTICLE IV

Special Adjustments

Sec. 4.01 Shares Unavailable . If, on any Purchase Date, the aggregate funds available for the purchase of Stock would purchase a number of shares in excess of the number of shares of Stock then available for purchase under the Plan, the following events shall occur:

(a) The number of shares of Stock that would otherwise be purchased by each Participant shall be proportionately reduced on the Purchase Date in order to eliminate such excess; and

(b) The Plan shall automatically terminate immediately after the Purchase Date as of which the supply of available shares is exhausted.

Sec. 4.02 Anti-Dilution Provisions . The aggregate number of shares of Stock reserved for purchase under the Plan, as provided in Section 3.01, the maximum number of shares that may be purchased by a Participant as provided in Section 3.02(b), and the calculation of the Purchase Price per share may be appropriately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend, or other increase or decrease in such shares, if effected without receipt of consideration by the Company.

Sec. 4.03 Effect of Certain Transactions . Subject to any required action by the shareholders, if the Company shall be the surviving corporation in any merger or consolidation, any offering hereunder shall pertain to and apply to the shares of stock of the Company. However, in the event of a dissolution or liquidation of the Company, or of a merger or consolidation in which the Company is not the surviving corporation, the Plan and any offering hereunder shall terminate upon the effective date of such dissolution, liquidation, merger or consolidation, unless the Board determines otherwise, and the balance of any amounts withheld from a Participant’s Compensation which have not by such time been applied to the purchase of Stock shall be returned to the Participant.

Sec. 4.04. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. Notwithstanding anything to the contrary, herein:

(a) Changes in Capitalization . Subject to any required action by the shareholders of the Company, the number of shares of Stock reserved for issuance or transfer under the Plan pursuant to Section 3.01 of the Plan, as well as the number of shares and price per share of Stock covered by each option under the Plan which has not yet been exercised and the maximum number of shares that may be purchased per Participant on any Purchase Date, shall be equitably

adjusted for any increase or decrease in the number of issued shares of Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Stock, or any other increase or decrease in the number of shares of Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Stock subject to an option. The Committee may, if it so determines in the exercise of its sole discretion, make provision for adjusting the number of shares of Stock reserved for issuance or transfer under the Plan pursuant to Section 3.01 of the Plan, as well as the price per share of Stock covered by each outstanding option and the maximum number of shares that may be purchased per Participant on any Purchase Date, in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Stock.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Purchasing Periods will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee.

(c) Merger or Asset Sale . In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Purchasing Periods then in progress by setting a new Purchase Date (the “New Purchase Date”). If the Committee shortens the Purchasing Periods then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify each Participant in writing, at least ten (10) days prior to the New Purchase Date, that the Purchase Date for his option has been changed to the New Purchase Date and that his option will be exercised automatically on the New Purchase Date. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Stock for each share of Stock held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Committee may, with the consent of the successor corporation and the Participant, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Stock in the sale of assets or merger.

ARTICLE V

Miscellaneous

Sec. 5.01 Non-Alienation . Except as set forth below, the right to purchase shares of Stock under the Plan is personal to the Participant, is exercisable only by the Participant during the Participant’s lifetime and may not be assigned or otherwise transferred by the Participant. If a Participant dies, unless the executor, administrator or other personal representative of the deceased Participant directs otherwise, any amounts previously withheld from the Participant’s Compensation during the Purchase Period in which the Participant dies shall be used to purchase Stock on the Purchase Date for the Purchase Period. After that Purchase Date, there shall be delivered to the executor, administrator or other personal representative of the deceased Participant all shares of Stock and such residual amounts as may remain to the Participant’s credit under the Plan.

Sec. 5.02 Administrative Costs . The Company shall pay the administrative expenses associated with the operation of the Plan (other than brokerage commissions resulting from sales of Stock directed by Participants).

Sec. 5.03 No Interest . No interest shall be payable with respect to amounts withheld under the Plan.

Sec. 5.04 Committee . The Board of Trustees shall appoint the Committee, which shall have the authority and power to administer the Plan and to make, adopt, construe, and enforce rules and regulations not inconsistent with the provisions of the Plan. The Committee shall adopt and prescribe the contents of all forms required in connection with the administration of the Plan, including, but not limited to, the Purchase Agreement, payroll withholding authorizations, requests for distribution of shares, and all other notices required hereunder. The Committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Committee shall, to the full extent permitted by law, be final and binding upon all parties. Members of the Board of Trustees who are eligible Employees are permitted to participate in the Plan, provided that:

(a) Members of the Board of Trustees who are eligible to participate in the Plan may not vote on any matter affecting the administration of the Plan or the grant of any option pursuant to the Plan.

(b) No member of the Board of Trustees who is eligible to participate in the Plan may be a member of the Committee.

Sec. 5.05 Withholding of Taxes; Notification of Transfer .

(a) All acquisitions and sales of Stock under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements if the Internal Revenue Service or other taxing authority requires such withholding. The Company may require that Participants pay to the Company (or make other arrangements satisfactory to the Company

for the payment of) the amount of any federal, state or local taxes that the Company is required to withhold with respect to the purchase of Stock or the sale of Stock acquired under the Plan, or the Company may deduct from the Participant’s wages or other compensation the amount of any withholding taxes dues with respect to the purchase of Stock or the sale of Stock acquired under the Plan.

(b) A Participant shall be required to advise the Committee immediately if the Participant transfers (by sale, gift or other manner) any shares of Stock acquired under the Plan within two years after the beginning of the Purchase Period in which the Stock is purchased.

Sec. 5.06 Amendment of the Plan .

(a) The Board of Trustees may at any time and for any reason terminate or amend the Plan. Except as provided in Sec. 4.04 and Sec. 5.06 or as necessary to comply with applicable laws or regulations, no such termination or amendment can adversely affect options previously granted without the consent of the affected Participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision) or any other applicable law or regulation, the Company shall obtain shareholder approval in such a manner and to such a degree as required.

(b) Without shareholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Committee shall be entitled to change the Purchasing Periods, change the maximum number of shares of Stock purchasable per Participant on any Purchase Date, limit the frequency and/or number of changes in the amount withheld during Purchasing Periods, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation or contributed by the Participant, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan.

Sec. 5.07 Expiration and Termination of the Plan . The Plan shall continue in effect through the date when all of the shares of Stock reserved for issuance under the Plan pursuant to Section 3.01 have been issued, unless terminated prior to that date pursuant to the provisions of the Plan or pursuant to action by the Board of Trustees. The Board of Trustees shall have the right to terminate the Plan at any time without prior notice to any Participant and without liability to any Participant. Upon the expiration or termination of the Plan, the balance, if any, then standing to the credit of each Participant from amounts withheld from the Participant’s Compensation which has not, by such time, been applied to the purchase of Stock shall be refunded to the Participant.

Sec. 5.08 No Employment Rights . Participation in the Plan shall not give an employee any right to continue in the employment of an Employer, and shall not affect the right of the Employer to terminate the employee’s employment at any time, with or without cause.

Sec. 5.09 Repurchase of Stock . The Company shall not be required to purchase or repurchase from any Participant any of the shares of Stock that the Participant acquires under the Plan.

Sec. 5.10 Notice . A Purchase Agreement and any notice that a Participant files pursuant to the Plan shall be on the form prescribed by the Committee and shall be effective only when received by the Committee. Delivery of such forms may be made by hand or by certified mail, sent postage prepaid, to the Company’s corporate headquarters, or such other address as the Committee may designate. Delivery by any other mechanism shall be deemed effective at the option and discretion of the Committee.

Sec. 5.11 Government Regulation . The Company’s obligation to sell and to deliver the Stock under the Plan is at all times subject to all approvals of any governmental authority required in connection with the authorization, issuance, sale or delivery of such Stock.

Sec. 5.12 Internal Revenue Code and ERISA Considerations . The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Code. The Plan is not intended and shall not be construed as constituting an “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

Sec. 5.13 Headings, Captions, Gender . The headings and captions herein are for convenience of reference only and shall not be considered as part of the text. The masculine shall include the feminine, and vice versa.

Sec. 5.14 Severability of Provisions, Prevailing Law . The provisions of the Plan shall be deemed severable. In the event any such provision is determined to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan shall continue to exist as though such provision had never been included therein (or, in the case of a change in an applicable statute, had been deleted as of the date of such change). The Plan shall be governed by the laws of the State of Maryland to the extent such laws are not in conflict with, or superseded by, federal law.

Exhibit 5.1

lawyers@saul.com

www.saul.com

June 30, 2011

Liberty Property Trust

500 Chesterfield Parkway

Malvern, Pennsylvania 19355

Re: Registration Statement on Form S-8

Amended and Restated Employee Stock Purchase Plan

Ladies and Gentlemen:

We are issuing this opinion in connection with the registration by Liberty Property Trust, a Maryland real estate investment trust (the “Company”), pursuant to a registration statement on Form S-8 (the “S-8 Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), of 750,000 common shares of beneficial interest, $0.001 par value, of the Company (the “Common Shares”) that may be issued under the Company’s Amended and Restated Employee Stock Purchase Plan, as amended (the “Plan”).

As a basis for our opinions, we have examined the following documents (collectively, the “Documents”):

(i) the S-8 Registration Statement filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Act;

(ii) the Amended and Restated Declaration of Trust of the Company recorded by Maryland State Department of Assessments and Taxation (“SDAT”) on May 29, 1997, as amended June 22, 2004, October 4, 2007 and June 18, 2010 (collectively, the “Declaration of Trust”);

(iii) the Articles Supplementary of the Company recorded on August 7, 1997; Articles Supplementary of the Company recorded on December 23, 1997; Articles Supplementary of the Company recorded on July 28, 1999; Articles Supplementary of the Company recorded on April 18, 2000; Articles Supplementary of the Company recorded on June 10, 2002, Articles Supplementary of the Company recorded on September 1, 2004, Articles Supplementary of the Company recorded on June 17, 2005, Articles Supplementary of the Company recorded on June 30, 2005, Articles Supplementary of the Company recorded on

···

DELAWARE MARYLAND NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC

A DELAWARE LIMITED LIABILITY PARTNERSHIP

August 23, 2005, Articles Supplementary of the Company recorded on December 15, 2006 and Articles Supplementary of the Company recorded on August 21, 2007 (collectively, the “Articles Supplementary”);

(iv) the First Amended and Restated Bylaws of the Company, as amended on April 5, 2006 and December 6, 2007 (the “Bylaws”);

(v) resolutions adopted by the Board of Trustees of the Company on June 21, 2011 (the “Resolutions”);

(vi) a good standing certificate for the Company from SDAT dated June 29, 2011;

(vii) the Plan;

(viii) a certificate of the secretary of the Company as to the authenticity of the Declaration of Trust and Bylaws of the Company, the Resolutions of the Company’s trustees approving the filing of the S-8 Registration Statement, and other matters that we have deemed necessary and appropriate; and

(ix) such other documents and matters as we have deemed necessary and appropriate to express the opinions set forth in this letter, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed:

(a) that all signatures on the Documents and any other documents submitted to us for examination are genuine;

(b) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photographic copies, and the accuracy and completeness of all representations, warranties, statements and information contained in the Documents;

(d) that all persons executing Documents on behalf of any party (other than the Company) are duly authorized;

(e) that there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of the Common Shares;

(f) that at the time of delivery of the Common Shares, all contemplated additional actions shall have been taken and the authorization of the issuance of the Common Shares will not have been modified or rescinded;

(g) that the issuance, execution and delivery of the Common Shares, and the compliance by the Company with the terms of the Common Shares, will not violate any then-applicable law or result in a default under, breach of, or violation of any provision of any instrument or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company;

(h) that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any offering of the Common Shares of the Company as contemplated by the S-8 Registration Statement is not less than the par value per share; and

(i) that the aggregate number of shares of the Company which would be outstanding after the issuance or reservation for issuance of the Common Shares, and any other contemporaneously issued or reserved common shares or preferred shares, together with the number of common shares and preferred shares previously issued and outstanding and the number of common shares and preferred shares previously reserved for issuance by the Company upon the conversion or exchange of other securities issued by the Company or Liberty Property Limited Partnership, does not exceed the number of then-authorized shares of the Company.

As to various questions of fact material to our opinions, we have relied upon a certificate and representations of James J. Bowes, as Secretary of the Company, and have assumed that the Secretary’s Certificate and representations continue to remain true and complete as of the date of this letter. We have not examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions, except as specifically set forth in this letter.

Based on our review of the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, that:

1. The Company is a real estate investment trust duly formed and existing under the laws of the State of Maryland and is in good standing with SDAT.

2. The Common Shares have been duly and validly authorized and, when the Common Shares are issued and delivered in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and nonassessable.

In addition to the qualifications set forth above, the opinions set forth in this letter are also subject to the following qualifications:

(i) We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland. We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

(ii) We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might alter the opinions expressed in this letter after the date of this letter.

(iii) We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Documents.

This opinion is being furnished to you, for your benefit, and for your transfer agent, Wells Fargo Bank N.A., who may rely on this opinion. The opinions expressed in this letter are furnished only with respect to the transactions contemplated by the Documents. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the S-8 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 Securities Act of 1933.

		Very truly yours,

		SAUL EWING LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-8 No. 333-000000) pertaining to the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan and to the incorporation by reference therein of our report dated February 25, 2011 (except for the income per common share section of Note 2 and Notes 3, 13, 14, 16, and 17, as to which the date is June 30, 2011), with respect to the consolidated financial statements and schedule of Liberty Property Trust included in its Current Report on Form 8-K dated June 30, 2011, and our report dated February 25, 2011 with respect to the effectiveness of internal control over financial reporting of Liberty Property Trust included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 30, 2011

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-8 No. 333-000000) pertaining to the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan and to the incorporation by reference therein of our report dated February 25, 2011 (except for the income per common share section of Note 2 and Notes 3, 11, 12, 14, and 15, as to which the date is June 30, 2011), with respect to the consolidated financial statements and schedule of Liberty Property Limited Partnership included in its Current Report on Form 8-K dated June 30, 2011, and our report dated February 25, 2011 with respect to the effectiveness of internal control over financial reporting of Liberty Property Limited Partnership included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 30, 2011