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Exhibit 5.1
[Letterhead of Ballard Spahr Andrews & Ingersoll]
FILE NUMBER
80468
June 11, 1997
Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Re: Registration Statement on Form S-8
dated June 11, 1997
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 common
shares of beneficial interest, $.04 par value per share, of the Company (the
"Shares") covered by the above-referenced Registration Statement (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"1933 Act"). The Shares are to be issued by the Company pursuant to the Vornado
Realty Trust 1933 Omnibus Share Plan, as amended (the "Plan"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Registration Statement.
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, filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "1933 Act"), and the related form of prospectus in the form in
which it will be sent or given to employees of the
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June 11, 1997
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Company in accordance with Rule 428(b)(1) under the 1933 Act;
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 its
Secretary;
4. Resolutions adopted by the Board of Trustees of the Company relating to
(i) the amendment of the plan to increase the number of shares of beneficial
interest 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 the Secretary of the Company;
5. Resolutions adopted by the shareholders of the Company relating to the
amendment of the plan to increase the number of shares of beneficial interest
which may be issued pursuant to options granted under the Plan, certified as of
a recent date by the Secretary of the Company;
6. A specimen of the certificate evidencing a common share of beneficial
interest of the Company, certified as of a recent date by the Secretary 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 Susan D. Schmider, Secretary 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.
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Vornado Realty Trust
June 11, 1997
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In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, 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. 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.
5. The Shares will not be issued in violation of any restriction or
limitation contained in Section 6.6 of the Declaration of Trust.
The phrase "known to us" is limited to actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
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Vornado Realty Trust
June 11, 1997
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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 of
the Board of Trustees of the Company authorizing their issuance, will be
(assuming that the sum of (i) all shares of beneficial interest issued as of
the date hereof, (ii) any shares of beneficial interest issued between the date
hereof and any date on which the Shares are actually issued (not including the
Shares) and (iii) the Shares will not exceed the total number of shares of
beneficial interest that the Company is authorized to issue) 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
Securities and Exchange 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