1
Exhibit 5.1
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
November 24, 1997
Lexington Corporate Properties, Inc.
355 Lexington Avenue
New York, New York 10017
Re: Validity of Securities to Be Registered under Registration Statement
on Form S-4 (File No. 333-30307)
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Lexington
Corporate Properties, Inc., a Maryland corporation (the "Company"), in
connection with the Company's registration statement on Form S-4 (File No.
333-30307) (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the issuance by the Company of up to 1,496,959 shares of the
Company's common stock, par value $0.0001 (the "Shares") pursuant to an
Agreement and Plan of Merger, dated as of May 29, 1997, as amended (as so
amended, the "Merger Agreement"), between the Company and Corporate Realty
Income Trust I, a Massachusetts business trust, in the form filed as an exhibit
to the Registration Statement.
In connection therewith, we have examined copies or originals of:
(i) the Second Amended and Restated Articles of Incorporation of the
Company and the Amended Bylaws of the Company;
(ii) minutes of the proceedings of the Company's Board of Directors;
(iii) the Registration Statement and all exhibits thereto;
(iv) the Merger Agreement; and
(v) such other documents as we have deemed material to the opinion
set forth below.
In addition, we have also examined and relied upon representations, statements
or certificates of public officials and officers and representatives of the
Company as to certain factual matters. In such examination, we have assumed,
without independent verification or investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the
foregoing documents, the authenticity of all 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 that all
public records reviewed are accurate and correct. We have also assumed that the
Registration Statement has been declared effective by the Commission and that no
stop order has been issued in respect thereof.
To the extent that the opinion set forth below relates to matters under
the laws of the State of Maryland, we have assumed the correctness of, have not
made any independent investigation of the matters covered by, and relied solely
upon the opinion of Piper & Marbury L.L.P., dated November 24, 1997, addressed
to the Company. Our opinion, therefore, is qualified and limited by, or
conditioned upon the matters referenced in, such opinion of Piper & Marbury
L.L.P.
2
On the basis of the foregoing, we are of the opinion that upon the
issuance and delivery of the Shares in accordance with the terms of the Merger
Agreement and as contemplated by the Registration Statement, the Shares will
have been duly and validly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the heading "Legal
Matters" in the Prospectus that forms a part of the Registration Statement. In
giving this consent we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission thereunder.
Seth M. Zachary, a director of the Company, is a member of our firm and
the beneficial owner of 5,211 shares of common stock and options to purchase an
additional 12,500 shares of common stock of the Company.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
-----------------------------------------
PAUL, HASTINGS, JANOFSKY & WALKER LLP
2