Exhibit 5.1
November 21, 2001
Wellsford Real Properties, Inc.
535 Madison Avenue, 26th Floor
New York, New York 10022
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Wellsford Real Properties, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of up to 1,402,152 shares (the
"Shares") of Common Stock, $.02 par value per share, of the Company (the "Common
Stock"), covered by the above-referenced Registration Statement, and all
amendments thereto (the "Registration Statement"), filed by the Company with the
United States Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Registration Statement
relates to the offering from time to time of the Shares by the Selling
Stockholders named therein (the "Selling Stockholders"). Unless otherwise
defined herein, capitalized terms 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 (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, including all amendments thereto and the
related form of prospectus included therein, in the form in which it was
transmitted to the Commission for filing 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 the date hereof by an officer
of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated
as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company authorizing
the issuance and registration of the Shares (the "Resolutions"), certified as of
the date hereof by an officer of the Company;
6. The Private Placement Memorandum, dated as of May 9, 1997,
pursuant to which the Shares were issued by the Company to the Selling
Stockholders;
7. A certificate executed by an officer of the Company, dated as of the
date hereof; 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 the following:
Wellsford Real Properties, Inc.
November 21, 2001
Page 2
1. Each individual executing any of the Documents, whether on behalf of
such individual or any other 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. 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.
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, validly issued and are 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 solely 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 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 the
section entitled "Legal Matters" in the Registration Statement. 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