Exhibits 5.1
SHEPPARD MULLIN
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Sheppard Mullin Richter & Hampton LLP
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ATTORNEYS AT LAW
SEVENTEENTH FLOOR
FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111-4106
TELEPHONE 415.434.9100
FACSIMILE 415.434.3947
WWW.SHEPPARDMULLlN.COM
A. John Murphy 0100-092076
(415) 774-3269
jmurphy@sheppardmullin.com
August 30, 2002
Capital Alliance Income Trust, Ltd.
A Real Estate Investment Trust
50 California Street, Suite 2020
San Francisco, CA 94111
Ladies and Gentlemen:
We have acted as counsel to Capital Alliance Income Trust Ltd., a Real
Estate Investment Trust (the "Company"). This opinion is rendered in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to the offer
of up to 221,926 shares of Common Stock of the Company, to be issued pursuant to
the 1998 Incentive Stock Option Plan (the "Plan").
In the preparation of this opinion, we have examined originals or
copies of such documents as we have deemed necessary or advisable in order to
render the opinion set forth below. In rendering the opinion set forth below, we
have assumed:
a. The genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies, and the authenticity of all such originals.
b. The due authorization, execution and delivery of the Registration
Statement and the documents and instruments referred to therein by and on behalf
of all parties thereto.
c. The issuance of Common Stock in accordance with the terms of the
Plan.
SHEPPARD MULLIN
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Sheppard Mullin Richter & Hampton LLP
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ATTORNEYS AT LAW SEVENTEENTH FLOOR
Capital Alliance Income Trust, Ltd.
August 30, 2002
Page 2
On the basis of the foregoing and subject to the qualifications and
limitations set forth below, it is our opinion that the Common Stock covered by
the Registration Statement, when issued and paid for in accordance with the
Plan, will be legally issued, fully paid and non-assessable.
This opinion speaks only as of the date hereof and is based solely upon
the existing laws of the United States, and the general corporation laws of the
State of California and the State of Delaware, and we express no opinion, and
none should be inferred, as to any other laws.
This opinion may not be relied upon by any other person or for any
other purpose, nor may it be quoted from or referred to, or copies delivered to
any other person, without our prior written consent. We hereby consent to the
inclusion of this opinion as an exhibit in the Registration Statement.
Respectfully submitted,
Sheppard Mullin Richter & Hampton, LLP