Exhibit 5.1
JONES DAY
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
November 27, 2012
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
Re:$150,000,000 of 4.625% Notes due 2022 of DDR Corp.
Ladies and Gentlemen:
We are acting as counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance and sale of $150,000,000 in aggregate principal amount of the Company’s 4.625% Notes due 2022 (the “Notes”) pursuant to the Terms Agreement, dated November 19, 2012, including the Underwriting Agreement attached thereto as Annex A (collectively, the “Underwriting Agreement”), by and among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein (the “Underwriters”). The Notes are being issued pursuant to the Indenture, dated as of May 1, 1994 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association, as successor to National City Bank), as trustee (the “Trustee”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy
ALKHOBAR— ATLANTA— BEIJING— BOSTON— BRUSSELS— CHICAGO— CLEVELAND— COLUMBUS— DALLAS— DUBAI DÜSSELDORF— FRANKFURT— HONG KONG— HOUSTON— IRVINE— JEDDAH— LONDON— LOS ANGELES— MADRID MEXICO CITY— MILAN— MOSCOW— MUNICH— NEW YORK— PARIS— PITTSBURGH— RIYADH— SAN DIEGO SAN FRANCISCO— SÃO PAULO— SHANGHAI— SILICON VALLEY— SINGAPORE— SYDNEY— TAIPEI— TOKYO— WASHINGTON
JONES DAY
DDR Corp.
November 27, 2012
Page 2
considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
The opinion expressed herein is limited to the laws of the State of Ohio as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-184221) (the “Registration Statement”), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
