EXHIBIT 5.1
Form of Opinion
[Letterhead of Shearman & Sterling]
[ ], 2003
Board of Directors
Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098
Delphi Corporation
We have acted as counsel for Delphi Corporation ("Delphi") in
connection with the preparation of a registration statement on Form S-3 and Form
S-11 (the "Registration Statement") being filed with the Securities and Exchange
Commission relating to the registration under the Securities Act of 1933 of
13,800,000 shares of Delphi Property Inc.'s (the "REIT") [ ]% Non-cumulative
Exchangeable Perpetual Series A Preferred Securities, liquidation preference $25
per share, par value $0.10 per share (the "Series A Preferred Stock") and
13,800,000 shares of Delphi's [ ]% Series AA Preferred Stock, par value $0.10
per share (the "Series AA Preferred Stock"). The Series A Preferred Stock will
be automatically exchanged into Series AA Preferred Stock on a share-for-share
basis upon the occurrence of an exchange event pursuant to the terms of an
Exchange Agreement among the REIT, Delphi Properties Holdings, LLC and Delphi,
dated [ ], 2003, as further described in the Registration Statement.
In our capacity as counsel to Delphi, we have examined (i) the
Registration Statement; (ii) the Exchange Agreement; (iii) the Certificate of
Designations in respect of the Series AA Preferred Stock; and (iv) the
originals, or copies identified to our satisfaction, of such corporate records
of Delphi, and other persons, and such other documents, agreements and
instruments as we have deemed necessary as the basis for the opinion hereinafter
expressed.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinion expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of Delphi and others.
Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States and we do not
express any opinion herein concerning any other laws.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Series
AA Preferred Stock has been duly authorized and, if, as and when exchanged for
Series A Preferred Stock in accordance with the Registration Statement and the
related prospectus and the terms of the Exchange Agreement, will have been
legally issued, and be fully paid and non-assessable shares of Delphi.
We hereby consent to the use of this opinion letter as an exhibit to
the Registration Statement and to the use of our name under "Legal Matters" in
the prospectus included as part of the Registration Statement.
Yours truly,
2
EXHIBIT 5.1
to S-11
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
DRAFT - SUBJECT TO REVIEW AND CHANGE
FILE NUMBER
081933
_______ __, 2003
Delphi Properties, Inc.
5725 Delphi Drive
Troy, Michigan 48098
Re: Registration Statement on Form S-11
Ladies and Gentlemen:
We have served as Maryland counsel to Delphi Properties, Inc.,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of up to 13,800,000 shares (the
"Shares") of Series A non-cumulative preferred stock, $.10 par value per
share, of the Company (the "Series A Preferred Stock"), to be issued by the
Company in an underwritten public offering, covered by the above-referenced
Registration Statement, and all amendments thereto (the "Registration
Statement"), to be filed by the Company with the United States Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms
used herein shall have the meanings assigned 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, substantially in the form in
which it was transmitted to the Commission for filing pursuant to the 1933 Act;
2. The charter of the Company, as amended and restated (the
"Charter"), certified as of a recent date by the State Department of Assessments
and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, as amended and restated,
certified as of the date hereof by an officer of the Company;
Delphi Properties, Inc.
________ ______,2003
Page 2
4. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the
Company (a) authorizing the filing of the Registration Statement and (b)
authorizing the sale and issuance of the Shares (the "Resolutions"), certified
as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated
as of the date hereof; and
7. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do so.
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 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.
4. All Documents submitted to us as originals are authentic.
The form and content of all 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 representations,
warranties, statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to any
of the Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation
of any restriction or limitation contained in the Charter.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
Delphi Properties, Inc.
________ ______,2003
Page 3
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The issuance of the Shares has been duly authorized and,
when and to the extent issued in accordance with the Resolutions and in the
manner described in the Registration Statement, the Shares will be (assuming
that, upon issuance, the total number of shares of Series A Preferred Stock
issued and outstanding will not exceed the total number of shares of Series A
Preferred Stock that the Company is then authorized to issue under the Charter)
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 the applicability or effect of any
federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the
extent that any matter as to which our opinion is expressed herein would be
governed by any jurisdiction other than the State of Maryland, we do not express
any opinion on such matter.
The opinion expressed herein is limited to the matters
specifically set forth herein and no other opinion shall be inferred beyond the
matters expressly stated. 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 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
the section entitled "Legal Matters" in the Registration Statement. 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,