Exhibit 5.1
August 2, 2005
Glimcher Realty Trust
150 East Gay Street
Columbus, Ohio 43215
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have served as Maryland counsel to Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 2,171,012 shares (the “Shares”) of beneficial interest, par value $.01 per share, of the Company (the “Common Shares”), covered by a Registration Statement on Form S-8 (No. 33-945242), and all amendments thereto, and a Registration Statement on Form S-8 (No. 333-84537), and all amendments thereto (collectively, the “Registration Statements”), filed by the Company under the Securities Act of 1933, as amended (the “1933 Act”). The Shares may be issued pursuant to the Company’s 1993 Employee Share Option Plan, the Company's 1993 Trustee Share Option Plan and the Company's 1997 Incentive Plan (collectively, the “Plans”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statements;
2. The Declaration of Trust of the Company (the “Declaration of Trust”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. Resolutions (the “Resolutions”) adopted by the Board of Trustees of the Company relating to the authorization of the Plans and the issuance of the Shares, certified as of the date hereof by an officer of the Company;
5. The Company’s 1993 Employee Share Option Plan, certified as of the date hereof by an officer of the Company;
6. The Company’s 1993 Trustee Share Option Plan, certified as of the date hereof by an officer of the Company;
7. The Company's 1997 Incentive Plan, certified as of the date hereof by an officer of the Company;
8. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
9. A certificate executed by an officer of the Company, dated as of the date hereof; and
10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of Article VI of the Declaration of Trust or any restrictions in the Plans.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion 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 SDAT.
2. The Shares have been duly authorized, and when and if issued in accordance with the Resolutions, the respective Plan under which they are issued and the respective Registration Statement, will be (assuming that upon such issuance the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares authorized to be issued under the Declaration of Trust) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statements. We hereby consent to the filing of this opinion as an exhibit to the Registration Statements 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 1933 Act.
Very truly yours,
/s/ Venable LLP