EXHIBIT 5.1
December 5, 1996
[Letterhead]
Schnader Harrison Segal & Lewis
Basic U.S. REIT, Inc.
7850 Northwest 146th Street
Suite 308
Miami, Florida 33016
Re: Registration Statement on Form S-11
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Ladies and Gentlemen:
We have acted as counsel to Basic U.S. REIT, Inc., a Maryland
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), of a Registration Statement on Form S-11, as amended
(the "Registration Statement"), relating to the offer and sale of 2,740,000
shares of common stock, par value $0.01 per share, of the Corporation (the
"Common Stock") pursuant to such Registration Statement. We are admitted to
practice in numerous jurisdictions, including the State of Maryland.
As counsel for the Corporation and as a basis for the opinion
hereinafter set forth, we have made such legal and factual examinations and
inquiries, including an examination of originals, or copies certified or
otherwise identified to our satisfaction, of corporate records and other
documents of the Corporation, as we have deemed necessary or appropriate for
the purposes of this opinion. On the basis of such examination, we are of the
opinion that the Common Stock being offered and sold pursuant to the
Registration Statement, when issued and sold pursuant to the duly executed
Agency Agreement (in substantially the form attached as an exhibit to the
Registration Statement) and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our Firm under the caption "Legal
Matters" in the Registration Statement and the Prospectus constituting a part
thereof.
Very truly yours,
/s/ Schnader, Harrison, Segal & Lewis
SCHNADER HARRISON SEGAL & LEWIS