Law Offices
SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
150 South Wacker Drive
Suite 900
Chicago, Illinois 60606
_________
TELEPHONE: (312) 551-8300
FACSIMILE: (312) 551-1101
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May 15, 1996 1345-046-A
The Board of Directors of
Brauvin Net Lease V, Inc.
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606
Re: Brauvin Net Lease V, Inc.: Registration
Statement on Form S-3
Gentlemen:
We have acted as legal counsel to Brauvin Net Lease
V, Inc., a Maryland corporation (the "Registrant"), in
connection with the preparation of the Registration
Statement filed on or about May 15, 1996 on Form S-3 with
exhibits with the Securities and Exchange Commission (the
"Registration Statement"), relating to the registration
of 200,000 shares of the Registrant's common stock $0.01
par value ("Common Stock"). The Registration Statement
relates to the registration of additional shares for the
dividend reinvestment plan (the "Plan"). We have
reviewed such records, documents and matters of law as we
have deemed reasonably necessary to render this opinion.
We have also participated in conversations with officers
of the Registrant during which facts material to the
opinions expressed herein were discussed. We have
assumed such factual matters to be true and correct.
In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified
or photostatic copies and the capacity of each party
executing a document to so execute such document. We
have also relied upon representations from the Registrant
that (i) the total number of shares of Common Stock
issued by the Registrant to the Plan will not be in
excess of the number of shares of Common Stock currently
reserved for issuance by the Registrant's Board of
Directors to be issued to the Plan, unless subsequently
increased as authorized by the Registrant's Board of
Directors out of authorized but unissued shares of the
Common Stock and (ii) that upon issuance of such shares,
that such shares when combined with the then existing
number of outstanding shares of Common Stock will not
exceed the then authorized number of shares of Common
Stock.
An opinion of counsel is predicated upon all of the
facts and conditions as set forth therein and is based
upon counsel's analysis of the statutes, regulatory
interpretations and case law in effect as of the date of
this opinion. It is neither a guarantee of the current
status of the law nor should it be accepted as a
guarantee that a court of law or an administrative agency
will concur in the opinion.
Based upon the foregoing and assuming the accuracy
of the statements regarding the Registrant and the
conduct of its business all as set forth in its
Registration Statement, it is our opinion that the Common
Stock, when issued as provided under applicable Maryland
law, the Registration Statement, and the Registrant's
Articles of Incorporation, will be validly issued, fully
paid and non-assessable.
We do not purport to cover herein the application of
the securities or "Blue Sky" laws of the various states
to the issuance of the Common Stock.
This opinion is furnished to you in connection with
the filing of the Registration Statement, and is not to
be used, circulated, quoted or otherwise relied upon for
any other purpose.
We are licensed to practice only in Illinois and no
opinion is expressed by us herein as to laws of other
jurisdictions. This opinion is limited to the matters
expressly set forth herein, and no opinion is to be
implied or may be inferred beyond the others expressly so
stated.
We hereby consent to the references to this firm and
the inclusion of the legality opinion as an exhibit to
the Registration Statement.
Very truly yours,
SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
/s/ Saitlin, Patzik, Frank & Samotny Ltd.
SPFS:bmt