S-8

As filed with the Securities and Exchange Commission on June 4, 2009

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 SHARE INCENTIVE 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 þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum
Title of Securities to be	Amount to be		Offering Price Per			Aggregate Offering			Amount of
Registered	Registered (1)		Share			Price			Registration Fee (3)
Common Shares of Beneficial Interest, $0.001 par value		8,300,000	$	23.36	(2)	$	193,888,000	(2)	$	10,819

(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 Share Incentive 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 3, 2009, as reported on the New York Stock Exchange.
(3)	Calculated pursuant to Section 6(b) of the Securities Act, as follows: $55.80 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 on Form S-8 (this “Registration Statement”) using the words “we,” “our” or “us,” or as the “Company.”

(a)	The Annual Reports on Form 10-K (as amended) of the Trust and the Operating Partnership for the fiscal year ended December 31, 2008 (File Nos. 001-13130 and 001-13132);
(b)	The Quarterly Report on Form 10-Q of the Trust and the Operating Partnership for quarter ended March 31, 2009 (File Nos. 001-13130 and 001-13132);
(c)	The Current Reports on Form 8-K of the Trust and the Operating Partnership filed with (but not furnished to) the Commission on February 3, 2009, March 24, 2009 and May 22, 2009 (File Nos. 001-13130 and 001-13132); and
(d)	The description of the Trust’s Common Shares of Beneficial Interest, $0.001 par value $0.01, contained in the Trust’s Registration Statement on Form 8-A registering the common shares under Section 12 of the Exchange Act, filed with the Commission on June 8, 1994.

     In addition, all documents we file pursuant to Sections 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

     The consolidated financial statements and schedules of the Trust and the Operating Partnership included in our Annual Report on Form 10-K/A for the year ended December 31, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports, and are incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements to the extent covered by consents filed with the Commission given on the authority of such firm 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

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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 Share Incentive Plan (Incorporated by reference to Annex B to the Trust’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 21, 2009, filed with the Commission on April 17, 2009).
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

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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.

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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 4th day of June, 2009.

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 and George J. Alburger, Jr., 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 4, 2009
William P. Hankowsky	President and Chief Executive Officer
	(Principal Executive Officer)
/s/ George J. Alburger, Jr.	Chief Financial Officer	June 4, 2009
George J. Alburger, Jr.	(Principal Financial and Accounting Officer)

Signature	Title	Date
/s/ Frederick F. Buchholz	Trustee	June 4, 2009
Frederick F. Buchholz
/s/ Thomas C. DeLoach, Jr.	Trustee	June 4, 2009
Thomas C. DeLoach, Jr.
/s/ Daniel P. Garton	Trustee	June 2, 2009
Daniel P. Garton
/s/ J. Anthony Hayden	Trustee	June 4, 2009
J. Anthony Hayden
/s/ M. Leanne Lachman	Trustee	June 4, 2009
M. Leanne Lachman
/s/ David L. Lingerfelt	Trustee	June 2, 2009
David L. Lingerfelt
/s/ Jose A. Mejia	Trustee	June 2, 2009
Jose A. Mejia
/s/ Stephen B. Siegel	Trustee	June 4, 2009
Stephen B. Siegel

EXHIBIT INDEX

Exhibit No.	Description
4.1	Liberty Property Trust Amended and Restated Share Incentive Plan (Incorporated by reference to Annex B to the Trust’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on May 21, 2009, filed with the Commission on April 17, 2009).
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.

EX-5.1

Exhibit 5.1

lawyer@saul.com

www.saul.com

                    June 4, 2009

Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355

      Re: Registration Statement on Form S-8
Amended and Restated Share Incentive 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 8,300,000 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 Share Incentive 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 and October 4, 2007 (the “Declaration of Trust”);

     (iii) 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 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

www

DELAWARE              MARYLAND              NEW JERSEY              NEW YORK              PENNSYLVANIA              WASHINGTON, DC

A DELAWARE LIMITED LIABILITY PARTNERSHIP

June 4, 2009
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“Articles Supplementary”);

     (iv) the First Amended and Restated Bylaws of the Company (the “Bylaws”);

     (v) resolutions adopted by the Board of Trustees of the Company on April 4, 2009 (the “Resolutions”);

     (vi) a good standing certificate for the Company from SDAT dated June 3, 2009;

     (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;

          (c) the legal capacity of all natural persons executing any documents, whether on behalf of themselves or other persons;

          (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

June 4, 2009
Page 3

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 and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland.

     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.

June 4, 2009
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     (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,

/s/ SAUL EWING LLP

EX-23.1

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. 333-00000) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan and to the incorporation by reference therein of our report dated February 25, 2009 (except for Notes 2, 8, 13, 14, 15, and 16, as to which the date is May 19, 2009), with respect to the consolidated financial statements and schedule of Liberty Property Trust included in its Annual Report (Form 10-K/A) for the year ended December 31, 2008, and our report dated February 25, 2009 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, 2008, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
June 1, 2009

EX-23.2

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. 333-00000) pertaining to the Liberty Property Trust Amended and Restated Share Incentive Plan and to the incorporation by reference therein of our report dated February 25, 2009 (except for Notes 2, 8, 11, 12, 13, and 14, as to which the date is May 19, 2009), with respect to the consolidated financial statements and schedule of Liberty Property Limited Partnership included in its Annual Report (Form 10-K/A) for the year ended December 31, 2008, and our report dated February 25, 2009 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, 2008, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
June 1, 2009