EXHIBIT 5.1
February 20, 1998
Realty Income Corporation
220 West Crest Street
Escondido, California 92025
Re: Registration Statement on Form S-3
(Registration No. 333-34311)
Ladies and Gentlemen:
We have served as Maryland counsel to Realty Income
Corporation, a Maryland corporation (the "Company"), in
connection with certain matters of Maryland law arising out of
the Company's registration statement on Form S-3 (No. 333-34311)
(the "Registration Statement") previously declared effective by
the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"), relating
to the proposed public offering of securities of the Company that
may be offered and sold by the Company from time to time as set
forth in the prospectus which forms a part of the Registration
Statement (the "Prospectus"), and as to be set forth in one or
more supplements to the Prospectus (each, a "Prospectus
Supplement"). This opinion letter is rendered in connection with
the sale and issuance of up to 751,174 shares (the "Shares") of
common stock, $1.00 par value per share ("Common Stock"), of the
Company in connection with a Prospectus Supplement dated
February 18, 1998. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned 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 (collectively,
the "Documents"):
1. The Registration Statement and the related form of
prospectus included therein in the form in which it was
transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the "Charter"),
certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "SDAT");
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February 20, 1998
Page 2
3. The Bylaws of the Company, certified as of a
recent date by its Secretary;
4. Resolutions adopted by the Board of Directors of
the Company (the "Board") relating to the sale, issuance and
registration of the Shares, certified as of a recent date by the
Secretary of the Company (the "Resolutions");
5. The form of certificate representing a share of
Common Stock, certified as of a recent date by the Secretary of
the Company;
6. A certificate of the SDAT as to the good standing
of the Company, dated as of a recent date;
7. A certificate executed by the Secretary of the
Company, dated as of a recent date; and
8. 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.
4. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or
photostatic copies conform to the original documents. All
Realty Income Corporation
February 20, 1998
Page 3
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 or amendment to any of the Documents, and
there has been no waiver of any provision of the Documents, by
action or omission of the parties or otherwise.
5. The Shares will not be transferred in violation of
any restriction or limitation contained in the Charter.
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 Shares have been duly authorized and, when and
if delivered against payment therefor in accordance with the
Resolutions and any other resolutions of the Board of Directors
or a duly authorized committee of the Board of Directors
authorizing their issuance, the Shares will be duly and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of
the State of Maryland and we do not express any opinion herein
concerning any other law. The opinion expressed herein is
subject to the effect of judicial decisions which may permit the
introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to
compliance with the securities (or "blue sky") laws of the State
of Maryland.
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.
Realty Income Corporation
February 20, 1998
Page 4
This opinion is being furnished to you for submission
to the Commission as an exhibit to the 8-K filed with the
Commission (the "8-K") and, accordingly, may not be relied upon
by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the 8-K 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,