EXHIBIT 5.1
March 30, 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 372,093 shares (the "Shares") of common
stock, $1.00 par value per share ("Common Stock"), of the Company in
connection with a Prospectus Supplement dated March 25, 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");
3. The Bylaws of the Company, certified as of a recent date by
its Secretary;
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March 30, 1998
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 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.
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March 30, 1998
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.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Company's Current Report on Form 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,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
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