EXHIBIT 5.1
OPPENHEIMER WOLFF & DONNELLY LLP
500 Newport Center Drive
Suite 700
Newport Beach, California 92660
(949) 823-6000
(949) 823-6100 (Fax)
June 20, 2001
Cornerstone Realty Fund, LLC
4590 MacArthur Blvd.
Suite 610
Newport Beach, CA 92660
Re: CORNERSTONE REALTY FUND, LLC
LEGALITY OF THE SECURITIES BEING REGISTERED
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Gentlemen:
In connection with the registration of Units of limited liability
company interests of Cornerstone Realty Fund, LLC, a California limited
liability company (the "Fund") under the Securities Act of 1933, as amended, you
have requested our opinion as to whether the Units of limited liability company
interests, when issued, will be lawfully and validly issued, fully paid and
non-assessable.
For purposes of rendering this opinion, we have examined originals or
copies of the documents listed below. In conducting such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and conformity to original documents of all
documents submitted to us as copies. The documents we have examined are:
1. The Form S-11 Registration Statement which was initially
filed by the Fund with the Securities and Exchange Commission on or about
June 20, 2001 (as amended, the "Registration Statement");
2. The Articles of Organization of the Fund filed on October
28, 1998;
3. The Limited Liability Company Certificate of Amendment
filed on August 18, 1999;
4. The Limited Liability Company Certificate of Amendment
filed on January 26, 2000; and
5. The Amended and Restated Operating Agreement of the Fund
dated as of May 31, 2001.
In addition, in rendering this opinion, we have relied upon your
representation that the Units of limited liability company interests will be
offered to the public in the manner and on the terms identified or referred to
in the Registration Statement.
Based upon and subject to the forgoing and the effect, if any, of the
matters discussed below, after having given due regard to such issues of law as
we deemed relevant, and assuming that (i) the Registration Statement becomes and
remains effective, and the prospectus which is part thereof, and the
Cornerstone Realty Fund, LLC
Page 2
prospectus delivery requirements with respect thereto, fulfill all of the
requirements of the Securities Act of 1933, as amended, throughout all periods
relevant to this opinion, (ii) all offers and sales of the Units of limited
liability company interest are made in a manner complying with the terms of the
Registration Statement, and (iii) all offers and sales of the Units of limited
liability company interests are in compliance with the securities laws of the
states having jurisdiction thereto, we are of the opinion that the Units of
limited liability company interests, when issued, will be lawfully and validly
issued, fully paid and non-assessable.
This opinion is furnished to you in connection with the registration of
Units of limited liability company interests in the Fund, is rendered for your
benefit and for the benefit of the investors in the Fund. This opinion may not
be relied on by, nor copies delivered to, any other person or entity without our
prior written consent. Notwithstanding the preceding sentence we hereby consent
to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY, LLP