Exhibit 5
[LETTERHEAD OF JAECKLE FLEISCHMANN & MUGEL, LLP]
May 7, 2002
Sizeler Property Investors, Inc.
2542 Williams Boulevard
Kenner, Louisiana 70062
Re: Sizeler Property Investors, Inc.
--------------------------------
9.0% Convertible Subordinated Debentures
due July 15, 2009, Series 5/8/02
Ladies and Gentlemen:
We have acted as counsel to Sizeler Property Investors, Inc. (the
"Company"), a Maryland corporation, in connection with the issuance of 9.0%
convertible subordinated debentures due July 15, 2009, Series 5/8/02 (the
"debentures").
Capitalized words and phrases not otherwise defined in this letter
shall have the same meanings and definitions as they have in the Prospectus
Supplement and accompanying Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424 on May 6, 2002 (Registration No. 333-72210).
Our opinions set forth are subject to the following qualifications:
1. In rendering these opinions, we have reviewed such records of the
Company and its Subsidiaries as we have deemed necessary in order to enable us
to furnish our opinions, including but not limited to the following records:
(1) the Registration Statement; (2) the Company's Charter, as amended; (3) the
Company's Bylaws, as amended; and (4) the records of corporate proceedings of
the Company.
2. Our opinions are based solely on the federal laws of the United
States of America, the laws of the State of New York and the General Corporation
Law of the State of Maryland.
3. We have assumed without investigation (I) that each signature on
any document executed in connection with this transaction is genuine, (II) the
authenticity of all documents submitted to us as originals and the conformity to
the authentic original documents of all documents submitted to us as copies or
facsimile, (III) the legal capacity of each natural person, and (IV) that each
document upon which we opine has been duly authorized, executed and delivered
and is a legal, valid and binding obligation of each party thereto other than
the Company and is enforceable against each such other person in accordance with
its terms.
4. The validity, binding effect or enforceability of any document or
any provision thereof may be limited or otherwise affected by (I) bankruptcy,
insolvency, involuntary liquidation, fraudulent conveyance, reorganization,
moratorium or other similar laws or regulations, (II) equitable principles
affecting the enforcement of creditors' rights in general or (III) the
unavailability of, or any limitation upon the availability of, any particular
right or remedy because of the discretion of a court, the principle of election
of remedies or any requirement as to commercial reasonableness, conscionability
or good faith. Furthermore, we express no opinion concerning the validity,
binding effect or enforceability of any provision of any document that purports
to provide for rights of indemnification or contribution for liabilities under
federal or state securities laws.
New York Stock Exchange, Inc.
May 7, 2002
Page 2
5. Any opinion concerning the validity, binding effect or
enforceability of any document (I) means that (a) that document constitutes a
contract under applicable law, (b) that document is not invalid in its entirety
under applicable law because of a specific statutory prohibition or public
policy and is not subject in any material respect to a contractual defense under
applicable law and (c) subject to the other qualifications of this letter, a
remedy or remedies are available under applicable law substantially enforcing
the effect of that document if the person concerning whom that opinion is given
is in material default under that document but (II) does not mean that (a) any
particular remedy is available under applicable law or (b) every provision of
that document will be upheld or enforced.
Subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Maryland.
2. Upon the issuance of the debentures by the Company described in
the Prospectus Supplement, and assuming the due authentication and delivery of
the debentures by the Trustee in accordance with the indenture for the
debentures, the debentures will constitute the valid and legally binding
obligations of the Company and will be enforceable against the Company in
accordance with their terms.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement (No. 333-72210) by incorporation from an exhibit to the
Company's Form 8-K filed on the date hereof and we further consent to any and
all references to our name therein.
Very truly yours,
/s/ Jaeckle Fleischmann & Mugel, LLP