[Ballard Spahr Andrews & Ingersoll Letterhead]
We have served as Maryland counsel to Mission West Properties, Inc.,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the merger of Mission West Properties, a California
corporation and the sole stockholder of the Company with and into the Company
(the "Reincorporation Merger"), the conversion of shares of the Common Stock of
Mission West California into shares of the Company's common stock $.001 par
value (the "New Common Stock") and the registration of the New Common Stock
under the Securities Act of 1933, as amended (the "1933 Act"), all as described
in the above-referenced Registration Statement under the 1933 Act. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Registration Statement.
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 Statement, including the related form of
prospectus included therein, in the form in which it was transmitted by the
Company to the Securities and Exchange Commission (the "Commission") under the
1933 Act;
2. The Articles of Incorporation of the company, certified as of a
recent date by the State Department of Assessments and Taxation of Maryland
("SDAT");
3. Proposed Articles of Amendment and Restatement of the Company, in
the form attached to the Registration Statement as Exhibit 3.2.1 (the "Articles
of Amendment and Restatement");
4. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
5. Resolutions adopted by the Board of Directors of the Company
relating to the approval of the Articles of Amendment and Restatement, the
authorization of the Reincorporation Merger and the issuance and registration of
the New Common Stock (the "Board of Resolutions") and resolutions adopted by the
stockholders of the Company relating to the approval of the Articles of
Amendment and Restatement and the approval of the Reincorporation Merger (the
"Stockholders Resolutions", and, together with the Board Resolutions, the
"Resolutions"), certified as of the date hereof by an officer of the Company;
6. The form of certificate representing a share of the New Common
Stock;
7. A certificate of the SDAT, as of a recent date, as to the good
standing of the Company;
8. A certificate executed by an officer of the Company, dated the
date hereof;
9. The Merger Agreement and Plan of Merger, certified as of the date
hereof by an officer of the Company; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, 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. Any Documents submitted to us as originals are authentic. The form
and content of any 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. Any 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 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. Articles of Amendment and Restatement authorizing the Company to
issue up to 200,000,000 shares of common stock and otherwise in substantially
the form attached to the Registration Statement as Exhibit 3.2.1 will be filed
with and accepted for record by the SDAT prior to the issuance of the New Common
Stock.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The New Common Stock is duly authorized and, when and if issued
and delivered against payment therefor in accordance with the Resolutions and
the Merger Agreement and Plan of Merger, will be 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 the applicability or effect of 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.
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 Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity (other than Graham & James LLP, counsel to the Company) without, in each
instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
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 1933 Act.
Very Truly Yours,
Ballard Spahr Andrews & Ingersoll