September 3, 1996
Phillips, Lytle Hitchcock, Blaine & Huber
3400 Marine Midland Center
Buffalo, New York 14203
Board of Directors
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
Ladies and Gentlemen:
We are acting as special Maryland counsel to Sovran Self Storage, Inc.,
a Maryland corporation (the "Company"), in connection with its registration
statement on Form S-3, as amended (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the proposed public offering of up to $150,000,000 in
aggregate amount of one or more series of (i) debt securities of the Company
(the "Debt Securities"), (ii) shares of the Company's preferred stock, par value
$.01 per share (the "Preferred Stock"), and (iii) shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), all of which securities
(the "Securities") may be sold by the Company from time to time. The
Registration Statement provides that the Securities may be offered separately or
together, in separate classes or series, in amounts, at prices and on terms to
be set forth in one or more prospectus supplements (each a "Prospectus
Supplement"). This opinion letter is furnished to you at your request to enable
the Company to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R.(S) 229.601(b)(5), in connection with the Registration Statement.
We assume that the issuance sale, amount and terms of the Securities to
be offered from time to time will be duly authorized and determined by proper
action of the Board of Directors of the Company consistent with the procedures
and terms described in the Registration Statement (each, a "Board Action") and
in accordance with the Company's Amended and Restated Articles of Incorporation,
as amended (the "Charter"), and applicable Maryland law. We further assume that
Phillips, Lytle Hitchcock, Blaine & Huber
Sovran Self Storage
September 3, 1996
Page 2
prior to any issuance of Preferred Stock, appropriate articles supplementary
shall be filed for recordation with the Maryland State Department of Assessments
and Taxation (each, "Articles Supplementary"). We further assume that the
amount of Preferred Stock to be offered from time to time will not exceed the
number of shares of Preferred Stock authorized for issuance in accordance with
the Charter and the Articles Supplementary. We further assume that the amount
of Common Stock to be offered from time to time will not exceed the number of
shares of Common Stock authorized and available for issuance in accordance with
the Charter.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Charter of the Company, as certified by the Maryland State
Department of Assessments and Taxation ("SDAT") on August 6, 1996
and by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate
and in effect.
4. Resolutions of the Board of Directors of the Company adopted on
July 16, 1996 and August 8, 1996, as certified by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect, relating to the filing of the Registration
Statement and related matters.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Maryland. We express no opinion herein as to
any other laws, statutes, regulations, or ordinances.
Phillips, Lytle Hitchcock, Blaine & Huber
Sovran Self Storage
September 3, 1996
Page 3
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof:
1. When the Registration Statement has become effective under the
Securities Act of 1933 (the "Act") and when a series of the Preferred Stock
has been classified by applicable Board Action, in accordance with the
terms of the Charter and applicable law, and appropriate Articles
Supplementary have been filed, and when issuance of such Preferred Stock
has been appropriately authorized by applicable Board Action and, following
issuance of any such series of Preferred Stock against payment of valid
consideration therefor in accordance with the terms of such Board Action
and any applicable underwriting or purchase agreement, as contemplated by
the Registration Statement and/or the applicable Prospectus Supplement,
such Preferred Stock will be validly issued, fully paid and non-assessable.
2. When the Registration Statement has become effective under the
Act, upon due authorization by Board Action of an issuance of Common Stock,
and following issuance of any such Common Stock against payment of valid
consideration therefor in accordance with the terms of such Board Action
and any applicable underwriting or purchase agreement, as contemplated by
the Registration Statement and/or the applicable Prospectus Supplement,
such Common Stock will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Phillips, Lytle Hitchcock, Blaine & Huber
Sovran Self Storage
September 3, 1996
Page 4
Very truly yours,
Hogan & Hartson L.L.P.