Exhibit 5.1
JONES DAY
NORTH POINT — 901 LAKESIDE AVENUE — CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 — FACSIMILE: +1.216.579.0212
May 21, 2013
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
Re: | 39,100,000 Common Shares, $0.10 Par Value Per Share |
Ladies and Gentlemen:
We are acting as counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance of up to 39,100,000 common shares, $0.10 par value per share (the “Common Shares”), of the Company pursuant to (i) the Underwriting Agreement, dated May 16, 2013 (the “Underwriting Agreement”), by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Representatives of the Several Underwriters named in Schedule 1-A thereto, (ii) the letter agreement, dated May 16, 2013 (the “Goldman Forward Agreement”), between the Company and Goldman, Sachs & Co., (iii) the letter agreement, dated May 16, 2013 (the “JPMorgan Forward Agreement”), between the Company and JPMorgan Chase Bank, National Association, (iv) the letter agreement, dated May 16, 2013 (the “RBC Forward Agreement”), between the Company and Royal Bank of Canada and (v) the letter agreement, dated May 16, 2013 (together with the Goldman Forward Agreement, the JPMorgan Forward Agreement and the RBC Forward Agreement, the “Forward Agreements”), by and among the Company and Wells Fargo Bank, National Association.
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 this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Common Shares, when issued by the Company and delivered pursuant to the terms of the Underwriting Agreement or the Forward Agreements against payment of the consideration therefor as provided therein, as applicable, will be validly issued, fully paid and nonassessable.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company to issue and deliver the Common Shares pursuant to the Underwriting Agreement or the Forward Agreements will be in full force and effect at all times at which the Common Shares are issued and delivered by the Company.
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 (No. 333-184221) (the “Registration Statement”) filed by the Company to effect registration of the Common Shares under the Securities Act of 1933 (the “Act”) and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the
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DUBAIŸ DÜSSELDORFŸ FRANKFURTŸ HONG KONGŸ HOUSTONŸ IRVINEŸ JEDDAHŸ LONDONŸ LOS ANGELES
MADRIDŸ MEXICO CITYŸ MILANŸ MOSCOWŸ MUNICHŸ NEW YORKŸ PARISŸ PITTSBURGHŸ RIYADHŸ SAN DIEGO
SAN FRANCISCOŸ SÃO PAULOŸ SHANGHAIŸ SILICON VALLEYŸ SINGAPOREŸ SYDNEYŸ TAIPEIŸ TOKYOŸ WASHINGTON
DDR Corp. May 21, 2013 Page 2 | JONES DAY |
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