EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
June 13, 2003
Ramco-Gershenson Properties Trust
Suite 200
27600 Northwestern Highway
Southfield, Michigan 48034
Re: Ramco-Gershenson Properties Trust, a Maryland real
estate investment trust (the "Company") -- offering
of up to Two Million Four Hundred Seventy-Two
Thousand Five Hundred (2,472,500) common shares of
beneficial interest, par value one cent ($.01) per
share (the "Shares"), pursuant to a Registration
Statement on Form S-3 (Registration No. 333-99345),
as supplemented (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special Maryland counsel to the Company in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Act"), pursuant to the Registration Statement, which was filed
with the Securities and Exchange Commission (the "Commission") on September 9,
2002 and supplemented on November 6, 2002 and June 10, 2003. You have requested
our opinion with respect to the matters set forth below.
In our capacity as special Maryland counsel to the Company and
for the purposes of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
(i) the declaration of trust of the Company (the
"Declaration of Trust") represented by Articles of
Amendment and Restatement filed with the State
Department of Assessments and Taxation of Maryland
(the "Department") on October 2, 1997, Articles
Supplementary filed with the Department on October 2,
1997 and Articles of Merger between Ramco-Gershenson
Properties Trust, a Massachusetts business trust
("RGPT Massachusetts"), and the Company and filed
with the Department on
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Ramco-Gershenson Properties Trust
June 13, 2003
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December 18, 1997 (the "December 18, 1997 Articles of
Merger"), Articles of Merger filed with the
Department on December 31, 1997, a Certificate of
Correction filed with the Department on April 23,
2002 and Articles Supplementary filed with the
Department on November 8, 2002;
(ii) the Bylaws of the Company, adopted as of October 2,
1997 (the "Bylaws");
(iii) the Written Consent of Trustees in Lieu of
Organization Meeting, dated as of October 2, 1997
(the "Organizational Resolutions");
(iv) resolutions adopted by the Board of Trustees of the
Company on August 30, 2002, June 3, 2003 and June 10,
2003, which, among other things, authorized the
issuance of the Shares (collectively, the "Trustees'
Resolutions");
(v) the Registration Statement and the related form of
prospectus included therein, in substantially the
form filed with the Commission pursuant to the Act;
(vi) a status certificate of the Department, dated as of
June 10, 2003, to the effect that the Company is duly
formed and existing under the laws of the State of
Maryland and is duly authorized to transact business
in the State of Maryland;
(vii) a certificate of Dennis E. Gershenson, President and
Chief Executive Officer of the Company, and Richard
D. Gershenson, Executive Vice President and Secretary
of the Company, dated as of the date hereof (the
"Officers' Certificate"), to the effect that, among
other things, the Declaration of Trust, the Bylaws,
the Organizational Resolutions and the Trustees'
Resolutions are true, correct and complete, have not
been rescinded or modified and are in full force and
effect on the date of the Officers' Certificate; and
(viii) such other documents and matters as we have deemed
necessary and appropriate to render the opinions set
forth in this letter, subject to the limitations,
assumptions, and qualifications noted below.
In reaching the opinions set forth below, we have assumed the
following:
(a) each person executing any of the Documents on behalf
of any party (other than the Company) is duly
authorized to do so;
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Ramco-Gershenson Properties Trust
June 13, 2003
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(b) each natural person executing any of the Documents is
legally competent to do so;
(c) any of the 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; any of the Documents submitted to us as
certified, facsimile or photostatic copies conform to
the original document; all signatures on all of the
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 has been
no 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; and
(d) none of the Shares will be issued or transferred in
violation of the provisions of Article VII of the
Declaration of Trust relating to restrictions on
ownership and transfer of shares of beneficial
interest.
Based on our review of the foregoing and subject to the
assumptions and qualifications set forth herein, it is our opinion that, as of
the date of this letter:
(1) The Company has been duly formed and is validly
existing as a real estate investment trust in good
standing under the laws of the State of Maryland.
(2) The Shares have been duly authorized for issuance by
the Company, and the Shares, when issued and
delivered in exchange for payment of the
consideration therefor, will be validly issued, fully
paid and non-assessable.
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.
This opinion letter is issued as of the date hereof and is
necessarily limited to laws now in effect and facts and circumstances presently
existing and brought to our attention. We assume no obligation to supplement
this opinion letter if any applicable laws change after the
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Ramco-Gershenson Properties Trust
June 13, 2003
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date hereof, or if we become aware of any facts or circumstances that now exist
or that occur or arise in the future and may change the opinions expressed
herein after the date hereof.
We consent to the incorporation by reference of this opinion
in the Registration Statement and further consent to the filing of this opinion
as an exhibit to the applications to securities commissioners for the various
states of the United States for registration of the Shares. We also consent to
the identification of our firm as Maryland counsel to the Company in the section
of the Registration Statement entitled "Legal Matters." 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 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP