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EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR]
FILE NUMBER
804678
August 27, 2001
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Vornado Realty Trust, a Maryland
real estate investment trust (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of 3,500,000 shares (the
"Shares") of the common shares of beneficial interest, $.04 par value per share,
of the Company (the "Common Shares") covered by the above-referenced
Registration Statement (the "Registration Statement"), substantially in the form
to be filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "1933 Act"). The Shares
are to be issued by the Company pursuant to options granted under the Vornado
Realty Trust 1993 Omnibus Share Plan, as amended (the "Plan").
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus;
2. The Amended and Restated Declaration of Trust of the Company, as
amended (the "Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by an
officer of the Company;
4. Resolutions adopted by the Board of Trustees of the Company relating
to (i) the amendment of the Plan to increase the number of Common Shares which
may be issued pursuant to options granted under the Plan and (ii) the issuance
and registration of the Shares, certified as of a recent date by an officer of
the Company (the "Resolutions");
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August 27, 2001
Page 2
5. Resolutions adopted by the shareholders of the Company relating to
the amendment of the Plan to increase the number of Common Shares which may be
issued pursuant to options granted under the Plan, certified as of a recent date
by an officer of the Company;
6. A specimen of the certificate evidencing a Common Share, certified
as of a recent date by an officer of the Company;
7. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
8. A certificate executed by an officer of the Company, dated the date
hereof;
9. The Plan; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All statements and information contained in
the Documents are true and complete. There are no oral or written modifications
or amendments to the Documents, or waiver of any of the provisions of the
Documents, by action or omission of the parties or otherwise.
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Vornado Realty Trust
August 27, 2001
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5. The Shares will not be transferred in violation of any restriction
or limitation contained in the Declaration of Trust.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant to the
Plan and, when and if issued and delivered against payment therefor in the
manner described in the Plan, the Registration Statement and the Resolutions,
will be (assuming that upon such issuance the total number of Common Shares
issued and outstanding will not exceed the total number of Common Shares
authorized to be issued under the Declaration of Trust) validly issued, fully
paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with the securities (or "blue sky") laws
or the real estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity (other than Sullivan & Cromwell, counsel to the Company) without, in each
instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP