Winthrop Realty Trust (Form: 8-K, Received: 11/28/2011 16:31:36)

Percentage Interest

Winthrop Realty Trust

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 28, 2011

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

	Ohio
	(State or Other Jurisdiction of Incorporation)

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)

	(617) 570-4614
(Registrant's Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFT\|R 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On November 28, 2011, Winthrop Realty Trust (“Winthrop”) and its operating partnership, WRT Realty L.P., LP (the “Operating Partnership”), executed aSecond Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership in connection with Winthrop’s completion of an underwritten public offering of 1,600,000 shares (excluding 240,000 shares issuable pursuant to the overallotment option) of its 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $1.00 per share (the “Series D Preferred Shares”), on November 28, 2011 (the “Series D Preferred Shares Offering”), as disclosed in Winthrop’s Current Report on Form 8-K filed on November 23, 2011. The Second Amendment to the Amended and Restated Agreement of Limited Partnership designates and authorizes the issuance to Winthrop by the Operating Partnership of up to 1,840,000 9.25% Series D Cumulative Redeemable Preferred Units (the “Series D Preferred Units”). The Series D Preferred Units have substantially similar rights, preferences and other privileges as the Series D Preferred Shares.

A copy of the Second Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 4.1.

Item 3.03 Material Modifications to Rights of Security Holders.

On November 28, 2011, Winthrop filed with the Secretary of State of the State of Ohio a Certificate of Designations (the “Certificate of Designations”), to Winthrop’s Second Amended and Restated Declaration of Trust classifying and designating 1,840,000 shares of Winthrop’s shares of beneficial interest as Series D Preferred Shares. As set forth in the Certificate of Designations, the Series D Preferred Shares rank, with respect to dividend rights and rights upon Winthrop’s liquidation, dissolution or winding-up, senior to Winthrop’s common shares of beneficial interest, par value $1.00 per share (the “Common Shares”), and on parity with any future class or series of Winthrop’s shares of beneficial interest expressly designated as ranking on parity with the Series D Preferred Shares. Holders of Series D Preferred Shares, when and as authorized by Winthrop’s board of trustees, are entitled to cumulative cash dividends at the rate of 9.25% per annum of the $25.00 liquidation preference per share, equivalent to a fixed annual amount of $2.3125 per share. Dividends are payable quarterly in arrears on the last day of March, June, September and December of each year, beginning on December 30, 2011. Dividends will accrue and be cumulative from and including November 28, 2011, the first date on which shares of the Series D Preferred Shares were issued.

If Winthrop is liquidated, dissolved or wound up, holders of the Series D Preferred Shares will be entitled to receive a liquidation preference of $25.00 per share, plus any accrued and unpaid dividends, to but excluding the date of payment, before any payments are made to the holders of the Common Shares or other shares ranking junior to the Series D Preferred Shares as to liquidation rights, none of which exist on the date hereof. The rights of the holders of shares of the Series D Preferred Shares to receive their liquidation preference will be subject to the proportionate rights of each other series or class of Winthrop’s shares of beneficial interest ranking on parity with the Series D Preferred Shares as to liquidation.

Generally, Winthrop may not redeem the Series D Preferred Shares prior to November 28, 2016. However, upon the occurrence of a “Change of Control” (as defined below), holders of Series D Preferred Shares will have the right (unless, prior to the Change of Control Conversion Date (as defined below), Winthrop has provided or provides notice of its election to redeem the Series D Preferred Shares) to convert some or all of the Series D Preferred Shares (the “Change of Control Conversion Right”), into a number of Common Shares per share of Series D Preferred Shares to be converted equal to the lesser of:

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series D Preferred Shares dividend payment and prior to the corresponding Series D Preferred Shares dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Share Price (as defined below); and

5.6306 (i.e., the Share Cap), subject to certain adjustments;

subject, in each case, to provisions for the receipt of alternative consideration, as described in the Certificate of Designations.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Shares), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Shares as described in the Certificate of Designations.

If, prior to the Change of Control Conversion Date, Winthrop has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series D Preferred Shares will not have any right to convert the Series D Preferred Shares in connection with the Change of Control Conversion Right and any shares of Series D Preferred Shares selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.

A “Change of Control” is when, after the original issuance of the Series D Preferred Shares, the following have occurred and are continuing:

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of Winthrop’s shares of beneficial interest entitling that person to exercise more than 50% of the total voting power of all of Winthrop’s shares of beneficial interest entitled to vote generally in the election of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

following the closing of any transaction referred to in the bullet point above, neither Winthrop nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE Amex (“NYSE Amex”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.

The “Change of Control Conversion Date” is the date the Series D Preferred Shares is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which Winthrop provides the required notice of the occurrence of a Change of Control to the holders of Series D Preferred Shares.

The “Common Share Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Common Shares is solely cash, the amount of cash consideration per share of the Common Shares or (ii) if the consideration to be received in the Change of Control by holders of the Common Shares is other than solely cash (x) the average of the closing sale prices per share of the Common Shares (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Shares is then traded, or (y) the average of the last quoted bid prices for the Common Shares in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common Shares is not then listed for trading on a U.S. securities exchange.

The foregoing description of the Certificate of Designations is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations filed with the Ohio Secretary of State on November 22, 2011, which Certificate of Designations is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Series D Preferred Shares certificate is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change In Fiscal Year.

On November 22, 2011, Winthrop filed the Certificate of Designations with the Ohio Secretary of State designating the powers, preferences and privileges of the Series D Preferred Shares. The Certificate of Designations was effective upon filing. The information about the Certificate of Designations under Item 3.03 of this Current Report on Form 8-K, including the summary description of the powers, preferences and privileges of the Series D Preferred Shares, is incorporated herein by reference. A copy of the Certificate of Designations is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Series D Preferred Shares is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Matters

On November 28, 2011, Winthrop issued a press release announcing the consummation of its public offering of the Series D Preferred Shares. A copy of the press release is attached hereto as Exhibit 99.1.

On November 28, 2011, Hahn Loeser& Parks LLP delivered its legality opinion with respect to the Series D Preferred Shares. A copy of the legality opinion is attached hereto as Exhibit 5.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1

Second Amendment to Agreement of Limited Partnership of WRT Realty, L.P.*

4.2

Certificate of Designations of 9.25% Series D Cumulative Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 4.1 to Winthrop’s Form 8-A filed with the Securities and Exchange Commission on November 23, 2011)

4.3

Form of Specimen Certificate for the 9.25% Series D Cumulative Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 4.2 to Winthrop’s Form 8-A filed with the Securities and Exchange Commission on November 23, 2011)

5.1 Opinion of Hahn Loeser& Parks LLP*

23.1

Consent of Hahn Loeser& Parks LLP (included in the opinion filed as Exhibit 5.1)*

99.1 Press Release dated November 28, 2011.*

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 28th day of November, 2011.

	WINTHROP REALTY TRUST


	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chief Executive Officer

Exhibit No.		Description
4.1		Second Amendment to Agreement of Limited Partnership of WRT Realty, L.P.*

4.2		Certificate of Designations of 9.25% Series D Cumulative Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 4.1 to Winthrop’s Form 8-A filed with the Securities and Exchange Commission on November 23, 2011)

4.3		Form of Specimen Certificate for the 9.25% Series D Cumulative Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 4.2 to Winthrop’s Form 8-A filed with the Securities and Exchange Commission on November 23, 2011)

5.1		Opinion of Hahn Loeser& Parks LLP*

23.1		Consent of Hahn Loeser& Parks LLP (included in the opinion filed as Exhibit 5.1)*

99.1		Press Release dated November 28, 2011.*

* Filed herewith.

AGREEMENT OF LIMITED PARTNERSHIP

This Amendment is made as of November 28, 2011 by and among Winthrop Realty Trust, an Ohio real estate investment trust (the “ General Partner ”), as the general partner of WRT Realty L.P., a Delaware limited partnership (the “ Partnership ”), and First Union Management Inc., a Delaware corporation, as the limited partner of the Partnership, for the purpose of amending the Agreement of Limited Partnership of the Partnership, dated as of January 1, 2005, as amended by Amendment No. 1 to Agreement of Limited Partnership of the Partnership, dated as of December 1, 2005 (the “ Partnership Agreement ”). Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

WHEREAS , the Board of Trustees (the “ Board ”) of the General Partner, met and approved on November 2, 2011 certain resolutions classifying and designating 1,840,000 preferred shares of beneficial interest of the General Partner as Series D Preferred Shares (as defined below);

WHEREAS , the General Partner filed a Certificate of Designations (the “ Certificate of Designations ”) to the Second Amended and Restated Declaration of Trust (the “ Declaration of Trust ”) with the Secretary of State of Ohio on November 22, 2011, establishing a series of preferred shares of beneficial interest of the General Partner, designated the “Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $1.00 per share” (the “ Series D Preferred Shares ”);

WHEREAS , on the date hereof, the General Partner issued 1,600,000 Series D Preferred Shares;

WHEREAS , the General Partner, has determined that, in connection with the issuance of the Series D Preferred Shares, it is necessary and desirable to amend the Partnership Agreement to create an additional class of Partnership Interests having designations, preferences and other rights that are substantially the same as the economic rights of the Series D Preferred Shares.

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

Section 1. Article I of the Partnership Agreement is hereby amended by adding or modifying the following definitions:

“ Common Units ” means Partnership Interests that are not entitled to any preferences with respect to any other class or series of Partnership Interests as to distributions or voluntary or involuntary liquidation, dissolution or winding-up of the Partnership.

“ Distribution Payment Date ” means the date upon which the General Partner makes distributions in accordance with Section 5.1 of the Partnership Agreement.

“ Distribution Period ” means the period from the day immediately following a Distribution Payment Date through the date that is the subsequent Distribution Payment Date.

“ Junior Units ” means Partnership Interests representing any class or series of Partnership Interest ranking, as to distributions or voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, junior to the Series D Preferred Units.

“ Parity Preferred Unit ” means any class or series of Partnership Interests of the Partnership now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on parity with the Series D Preferred Units with respect to distributions or rights upon voluntary or involuntary liquidation or winding-up or dissolution of the Partnership, or both, as the context may require.

“ Percentage Interest ” means, as to a Partner holding a class or series of Partnership Interests, its interests in such class or series as determined by dividing the Partnership Interests of such class or series owned by such Partner by the total number of Partnership Interests of such class then outstanding as specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time. If the Partnership issues more than one class or series of Partnership Interests, the interest in the Partnership among the classes or series of Partnership Interests shall be determined as set forth in the amendment to the Partnership Agreement setting forth the rights and privileges of such additional classes or series of Partnership Interest, if any, as contemplated by Section 4.2 of the Partnership Agreement.

“ Preferred Distribution Shortfall ” means, with respect to any Partnership Interests that are entitled to any preference in distributions, the aggregate amount of the required distributions for such outstanding Partnership Interests for all prior Distribution Periods minus the aggregate amount of the distributions made with respect to such outstanding Partnership Interests.

“ REIT Series D Preferred Shares ” means a share of 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $1.00 per share, liquidation preference $25 per share, of the General Partner, with such rights, priorities and preferences as shall be designated by the Board of Trustees in accordance with the Declaration of Trust.

“ Series D Certificate of Designations ” means the Certificate of Designations of the General Partner in connection with its REIT Series D Preferred Shares, as filed with the Ohio Secretary of State on November 22, 2011.

“ Series D Preferred Unit Distribution Payment Date ” shall have the meaning set forth in Section 2.2.A of this Amendment.

“ Series D Preferred Units ” shall have the meaning set forth in Section 2.1 of this Amendment.

“ Series D Priority Return ” shall mean an amount equal to 9.25% per annum on the stated value of $25 per Series D Preferred Unit (equivalent to the fixed annual amount of $2.3125 per Series D Preferred Unit), commencing on the date of original issuance of the Series D Preferred Units. For any partial quarterly period, the amount of the Series D Priority Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

Section 2. In accordance with Section 4.2 of the Partnership Agreement, set forth below are the terms and conditions of the Series D Preferred Units hereby established and issued to the General Partner in consideration of the General Partner’s contribution to the Partnership of the net proceeds from the issuance and sale of the Series D Preferred Shares by the General Partner:

Section 2.1. Designation and Number . A series of Limited Partnership Interests in the Partnership designated as the “9.25% Series D Cumulative Redeemable Preferred Units” (the “ Series D Preferred Units ”) is hereby established, with the rights, priorities and preferences set forth herein. The number of Series D Preferred Units shall be 1,840,000.

Section 2.2. Distributions

A. Payment of Distributions . Pursuant to Section 5.1 of the Partnership Agreement and subject to the rights of holders of Parity Preferred Units as to the payment of distributions, the General Partner, as holder of the Series D Preferred Units, will be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, cumulative preferential cash distributions in an amount equal to the Series D Priority Return. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar quarters) in arrears, on the last calendar day of March, June, September and December of each year, commencing on December 30, 2011, and (ii) in the event of a redemption of Series D Preferred Units, on the date on which the Series D Preferred Units are redeemed (each a “ Series D Preferred Unit Distribution Payment Date ”). If any date on which distributions are to be made on the Series D Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.

B. Distributions Cumulative . Notwithstanding anything herein to the contrary, distributions on the Series D Preferred Units will accrue whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

C. Priority as to Distributions

(1) Except as provided in Section 2.2.C(2) of this Amendment, no distributions shall be declared and paid or declared and set apart for payment and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds shall be paid or made available for a sinking fund for the redemption of such units, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series D Preferred Shares or any other REIT shares of any other class or series of classes of capital shares ranking, as to dividends and upon liquidation, on parity with or junior to the REIT Series D Preferred Shares to be purchased by the General Partner pursuant to the By-Laws to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding share purchase pursuant to the By-Laws), unless full cumulative distributions on the Series D Preferred Units for all past periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

(2) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series D Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series D Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distributions on such other class or series of Parity Preferred Units for prior Distribution Periods if such other class or series of Parity Preferred Units does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series D Preferred Units which may be in arrears.

D. No Further Rights . The General Partner, as holder of the Series D Preferred Units, shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein. Any distribution payment made on the Series D Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series D Preferred Units which remains payable. Accrued but unpaid distributions on the Series D Preferred Units will accumulate as of the Series D Preferred Unit Distribution Payment Date on which they first become payable.

E. Limitations . No distributions on Series D Preferred Units shall be made or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

Section 2.3 Liquidation Proceeds

A. Distributions . Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, subject to the provisions of Section 2.5 of this Amendment, distributions on the Series D Preferred Units shall be made in accordance with Article XIII of the Partnership Agreement.

B. Notice . Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner pursuant to Section 13.6 of the Partnership Agreement.

C. No Further Rights . After payment of the full amount of the liquidating distributions to which it is entitled, the General Partner, as holder of the Series D Preferred Units, will have no right or claim to any of the remaining assets of the Partnership.

D. Consolidation, Merger or Certain Other Transactions . The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership), shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

Section 2.4 Redemption

A. Redemption . If the General Partner elects to redeem any of the REIT Series D Preferred Shares in accordance with the terms of the Series D Certificate of Designations, the Partnership shall, on the date set for redemption of such REIT Series D Preferred Shares, redeem the number of Series D Preferred Units equal to the number of REIT Series D Preferred Shares for which the General Partner has given notice of redemption pursuant to Section 6 or Section 7 , as applicable, of the Series D Certificate of Designations, at a redemption price, payable in cash, equal to the product of (i) the number of Series D Preferred Units being redeemed, and (ii) an amount equal to the sum of $25, any Preferred Distribution Shortfall per Series D Preferred Unit, and any accrued and unpaid distribution per Series D Preferred Unit for the current Distribution Period.

B. Procedures for Redemption . The following provisions set forth the procedures for redemption:

(1) Notice of redemption will be given by the General Partner to the Partnership concurrently with the notice of the General Partner sent to the holders of its REIT Series D Preferred Shares in connection with such redemption. Such notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of Series D Preferred Units to be redeemed; (D) the place or places where the Series D Preferred Units are to be surrendered for payment of the redemption price; and (E) that distributions on the Series D Preferred Units to be redeemed will cease to accumulate on such redemption date. If less than all of the Series D Preferred Units are to be redeemed, the notice shall also specify the number of Series D Preferred Units to be redeemed.

(2) On or after the redemption date, the General Partner shall present and surrender the certificates, if any, representing the Series D Preferred Units to the Partnership at the place designated in the notice of redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to but excluding the redemption date) shall be paid to the General Partner and each surrendered Unit certificate, if any, shall be canceled. If fewer than all the Units represented by any such certificate representing Series D Preferred Units are to be redeemed, a new certificate shall be issued representing the unredeemed Units.

(3) From and after the redemption date (unless the Partnership defaults in payment of the redemption price), all distributions on the Series D Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except the right to receive the redemption price thereof (including all accumulated and unpaid distributions up to but excluding the redemption date), shall cease and terminate, and such Series D Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions to but not including the redemption date) of the Series D Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to the General Partner shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such Series D Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid distributions to the redemption date). Any monies so deposited which remain unclaimed by the General Partner at the end of two years after the redemption date shall be returned by such bank or trust company to the Partnership.

Section 2.5 Ranking . The Series D Preferred Units shall, with respect to distribution rights and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership, rank (i) senior to the Common Units and to all other Partnership Interests the terms of which provide that such Partnership Interests shall rank junior to the Series D Preferred Units; (ii) on parity with all Parity Preferred Units; and (iii) junior to all Partnership Interests the terms of which provide that such Partnership Interests shall rank senior to the Series D Preferred Units. The term “Partnership Interests” does not include convertible or exchangeable debt securities, which will rank senior to the Series D Preferred Units prior to conversion or exchange. The Series D Preferred Units shall also rank junior in right of payment to the Partnership’s other existing and future debt obligations.

Section 2.6 Voting Rights . The General Partner shall not have any voting or consent rights in respect of its Partnership Interests represented by the Series D Preferred Units.

Section 2.7 Transfer Restrictions . The Series D Preferred Units shall not be transferable except in accordance with Section 11.2 of the Partnership Agreement.

Section 2.8 Conversion . In the event of a conversion of REIT Series D Preferred Shares into REIT Shares at the option of the holders of REIT Series D Preferred Shares upon certain changes of control, upon conversion of such REIT Series D Preferred Shares, the General Partner shall convert an equal whole number of Series D Preferred Units into Common Units as such REIT Series D Preferred Shares are converted into REIT Shares. In the event of a conversion of REIT Series D Preferred Shares into REIT Shares, (a) to the extent the General Partner is required to pay cash in lieu of fractional REIT Shares pursuant to the Series D Certificate of Designations in connection with such conversion, the Partnership shall distribute an equal amount of cash to the General Partner; and (b) to the extent the General Partner receives cash proceeds in addition to the REIT Series D Preferred Shares tendered for conversion, the General Partner shall contribute such proceeds to the Partnership. To the extent the provisions of this Section 2.8 are inconsistent with the provisions of Section 4.7 of the Partnership Agreement, the provisions of this Section 2.8 shall control.

Section 2.9 No Sinking Fund . No sinking fund shall be established for the retirement or redemption of Series D Preferred Units.

Section 3 . To the extent any provisions of this Amendment are inconsistent with the provisions of the Partnership Agreement, the provisions of this Amendment shall control.

Section 4 . The Partnership hereby issues 1,600,000 Series D Preferred Units to the General Partner.

Section 5 . Exhibit A to the Partnership Agreement is hereby replaced by Exhibit A attached hereto.

Section 6 . Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

By: Winthrop Realty Trust, an Ohio

real estate investment trust, its

General Partner

	By:	/s/
	Name:
	Title:

	FIRST UNION MANAGEMENT INC.

	By:	/s/
	Name:
	Title:

[Signature Page to Amendment to Agreement of Limited Partnership]

Partners And Percentage Interest

General Partner Interests

Limited Partnership Interests

Name	Class	Number	Percentage Interest

Winthrop Realty Trust	Series D Preferred Units	1,600,000	100%

First Union Management Inc.	Common	66,082	.2%

Phone: 216.621.0150

Fax: 216.241.2824

www.hahnlaw.com

Winthrop Realty Trust

Ladies and Gentlemen:

Solely for the purpose of this opinion letter, the undersigned has acted as Ohio counsel to Winthrop Realty Trust (the “Trust”). This opinion letter (the “Opinion”) is furnished to you in connection with a supplement to the prospectus (the “Prospectus Supplement”) contained in that Registration Statement on Form S-3 of the Trust (Registration File No. 333-155761) (the “Registration Statement”) to be filed on or about November 18, 2011, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the offering and issuance by the Trust of up to 1,840,000 newly-issued Series D Cumulative Redeemable Preferred Shares of the Trust, par value $1.00 (“Series D Preferred Shares”). In connection with the issuance and sale of the Series D Preferred Shares, the Trust intends to reserve for issuance, upon the potential conversion of the Series D Preferred Shares, 10,360,304 common shares of beneficial interest of the Trust, par value $1.00 per share (the “Conversion Shares”).

We have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a) The Second Amended and Restated Declaration of Trust of the Trust dated as of May 21, 2009, together with all amendments thereto as of November 28, 2011.

(b) The By-Laws of the Trust as amended and restated November 3, 2009 together with any amendments thereto as of November 28, 2011.

(d) The Form of Certificate for Common Shares of Beneficial Interest.

(e) The Series D Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest Certificate of Designations as filed by the Trust with the Commission as an Exhibit to the Registration Statement.

Winthrop Realty Trust

November 28, 2011

Page 2

(f) The resolutions of the Board of Trustees of the Trust dated November 2, 2011, relating to the authorization of the issuance of the Common Shares and the Series D Preferred Shares and the filing of the Prospectus Supplement to the Registration Statement.

(g) Certificate of Full Force and Effect for the Trust, dated as of November 18, 2011, issued by the Secretary of State of Ohio.

(h) Certificate from an officer of the Trust, dated as of November 28, 2011, as to certain factual matters.

(i) Such documents as we have deemed material to the opinions set forth below.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

(1) The Trust is an unincorporated association in the form of a real estate investment trust organized and validly existing under the laws of the State of Ohio.

(2) The Series D Preferred Shares to be issued by the Trust pursuant to the Prospectus Supplement and the Conversion Shares have been duly authorized.

(3) The Series D Preferred Shares to be issued by the Trust pursuant to the Prospectus Supplement and the Conversion Shares, when issued and sold in the manner contemplated by the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

We are members of the bar of the State of Ohio and express no opinion as to any laws other than the laws of the State of Ohio and federal law of the United States of America as they exist on the date of this Opinion. We bring your attention to that fact that our legal opinions are an expression of professional judgment and are not a guaranty of result.

We hereby consent to the filing of this Opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

HAHN LOESER & PARKS LLP


	TRADED: NYSE: FUR
	7 Bulfinch Place, Suite 500
	Boston, MA 02114

Contact at Winthrop Realty Trust

Investor or Media Inquiries

Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com

FOR IMMEDIATE RELEASE

WINTHROP REALTY TRUST CLOSES OFFERING OF 9.25% SERIES D

CUMULATIVE REDEEMABLE PREFERRED SHARES

FOR IMMEDIATE RELEASE – BOSTON, November 28 -- Winthrop Realty Trust (NYSE:FUR) (“Winthrop”) today announced the closing of its previously announced underwritten public offering of 1,600,000 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest (the ‘Series D Preferred Shares”) at a price of $25.00 per share. Winthrop received net proceeds (after underwriting discounts but before expenses) of $38,740,000. Winthrop expects trading of the Series D Preferred Shares on the New York Stock Exchange under the symbol “FUR Pr D" to commence within 30 days after the date the offering was closed. The underwriters have an option to purchase an additional 240,000 Series D Preferred Shares at any time on or prior to December 18, 2011. Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated acted as joint book-runners for the offering.

The offering was made solely by means of a prospectus, and the final prospectus supplement related to the offering was filed with the Securities and Exchange Commission on November 18, 2011. A copy of the final prospectus supplement may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by email at Barclaysprospectus@broadridge.com or by telephone at (888) 603-5847 or from Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, Maryland 21202, Attention: Syndicate Department or by telephone at (443) 224 ‐ 1988.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state.

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com .


	TRADED: NYSE: FUR
	7 Bulfinch Place, Suite 500
	Boston, MA 02114

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the “Risk Factors” section of the Company’s SEC reports. Further information relating to the Company’s financial position, results of operations, and investor information is contained in the Company’s annual and quarterly reports filed with the SEC and available for download at its website www.winthropreit.com or at the SEC website www.sec.gov .