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[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
EXHIBIT 5.1
October 2, 2001
LEXINGTON CORPORATE PROPERTIES TRUST
355 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as special Maryland counsel to Lexington Corporate
Properties Trust, a Maryland statutory real estate investment trust (the
"Trust"), in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to a Registration Statement, as
amended, on Form S-4 of the Trust (the "Registration Statement") filed on
August 28, 2001 with the Securities and Exchange Commission (the "Commission"),
of up to 2,298,214 Common Shares (the "Shares"), par value $.001 per share, and
up to $20,000,000 Senior Subordinated Debentures (the "Debentures") as
described in the Registration Statement to be issued to the limited partners of
Net 1 L.P. ("Net 1") and Net 2 L.P. ("Net 2") in connection with the merger of
Net 1 and Net 2 into Net 3 Acquisition L.P., a subsidiary of the Trust. This
opinion is being furnished to you at your request in connection with the filing
of the Registration Statement.
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the Declaration of Trust and Bylaws of the Trust, the
proceedings of the Board of Trustees of the Trust or committees thereof
relating to the organization of the Trust and to the authorization and issuance
of the Shares and the Debentures, the form of Indenture related to the
Debentures as filed as an exhibit to the Registration Statement on the date
hereof (the "Indenture"), an Officer's Certificate of the Trust (the
"Certificate"), and such other statutes, certificates, instruments, and
documents relating to the Trust and matters of law as we have deemed necessary
to the issuance of this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all
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PIPER
MARBURY
RUDNICK
& WOLFE LLP
LEXINGTON CORPORATE PROPERTIES TRUST
October 2, 2001
Page 2
documents submitted to us as originals, the conformity with originals of all
documents submitted to us as copies (and the authenticity of the originals of
such copies), and the accuracy and completeness of all public records reviewed
by us. In making our examination of documents executed by parties other than
the Trust, we have assumed that such parties had the power, corporate or other,
to enter into and perform all obligations thereunder, and we have also assumed
the due authorization by all requisite action, trust or other, and the valid
execution and delivery by such parties of such documents and the validity,
binding effect, and enforceability thereof with respect to such parties.
As to any facts materials to this opinion which we did not independently
establish or verify, we have relied solely upon the Certificate. We further
assume that any Debentures will be issued under a validly executed and
delivered Indenture that conforms in all material respects to the form thereof
filed as an exhibit to the Registration Statement and to the description
thereof set forth in the Prospectus or the applicable Prospectus Supplement. We
further assume that the debentures, notes, bonds, and/or other evidences of
indebtedness evidencing the Debentures will (i) conform in all material
respects to the forms thereof filed as exhibits to the Indenture, (ii) be
executed and authenticated in accordance with the Indenture, and (iii) be
delivered upon the issuance and sale of the Debentures.
Based upon the foregoing, having regard for such legal considerations as
we deem relevant, and limited in all respects to applicable Maryland law, we are
of the opinion and advise you that:
(1) The Trust has been duly formed and is validly existing as
a statutory real estate investment trust in good standing under the laws
of the State of Maryland.
(2) The Shares have been duly authorized and, when issued as
contemplated by the resolutions authorizing their issuance, will be
validly issued, fully paid, and non-assessable.
(3) The execution and delivery by the Trust of the Indenture,
and the issuance of the Debentures by the Trust under the Indenture,
have been duly authorized by the Trust, and, upon due execution and
delivery of the Indenture and due execution, authentication and delivery
of the Debentures against payment therefor as contemplated by the
resolutions authorizing their issuance and in accordance with the terms
and provisions of the Indenture, the Debentures will be legally issued,
and the Debentures and the Indenture will constitute binding obligations
of the Trust.
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[PIPER MARBURY RUDNICK & WOLFE LLP]
Lexington Corporate Properties Trust
October 2, 2001
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In addition to the qualifications set forth above, this opinion is subject
to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. We assume that the issuance of
the Shares will not cause (i) the Trust to issue Common Shares in excess of the
number of Common Shares authorized by the Trust's Declaration of Trust at the
time of their issuance or (ii) any person to violate any of the Ownership Limit
provisions of the Trust's Declaration of Trust (as defined in Article Ninth
thereof). This opinion concerns only the effect of the laws (exclusive of the
securities or "blue sky" laws and the principles of conflict of laws) of the
State of Maryland as currently in effect. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof or if any facts
or circumstances come to our attention after the date hereof that might change
this opinion. To the extent that any documents referred to herein are governed
by the laws of a jurisdiction other than the State of Maryland, we have assumed
that the laws of such jurisdiction are the same as the laws of the State of
Maryland. This opinion is limited to the matters set forth herein, and no other
opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours.
PIPER MARBURY RUDNICK & WOLFE LLP