[GIORDANO, HALLERAN & CIESLA, P.C. LETTERHEAD]
May 28, 1999
First Real Estate Investment Trust of New Jersey
505 Main Street
P.O. Box 667
Hackensack, New Jersey 07602
Re: Registration Statement on Form S-8 relating to the First Real
Estate Investment Trust of New Jersey Equity Incentive Plan
Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), filed on this date by
First Real Estate Investment Trust of New Jersey (the "Company") with the
Securities and Exchange Commission (the "Commission"), to which this opinion
letter is attached as an exhibit, for the registration of 230,000 shares of
beneficial interest, without par value, of First Real Estate Investment Trust of
New Jersey ("Shares"), which have been reserved for issuance under the First
Real Estate Investment Trust of New Jersey Equity Incentive Plan (the "Equity
Incentive Plan").
We have examined the original or a photostatic or certified copy of
such documents, records, and other information as we deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the authenticity of each document submitted to us as an original,
the conformity to the original document of each document submitted to us as a
certified of photostatic copy, and the authenticity of the original of each such
latter document. In addition, we have assumed, in rendering the opinion set
forth below, that any share certificate evidencing any Shares of the Company
registered by this Registration Statement, when issued under the Equity
Incentive Plan, will have been duly executed on behalf of the Company and will
have been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to its issuance.
On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares registered pursuant
to the Registration Statement have been duly and validly authorized and reserved
for issuance and that upon the issuance of such Shares in accordance with the
provisions of the Equity Incentive Plan, the Shares will be validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Giordano, Halleran & Ciesla
A Professional Corporation
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GIORDANO, HALLERAN & CIESLA
A Professional Corporation