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EXHIBIT 5.1
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EXHIBIT 5.1
4879-40-A
January 3, 1996
Banyan Strategic Realty Trust
150 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Re: Banyan Strategic Realty Trust:
Registration of 2,000,000 shares of beneficial interest
Gentlemen:
In connection with the registration of 2,000,000 shares of beneficial
interest, no par value (the "Shares") by Banyan Strategic Realty Trust, a
Massachusetts business trust (the "Trust") that may be issued by the Trust
pursuant to the Banyan Strategic Realty Trust Amended and Restated Distribution
Reinvestment and Stock Purchase Plan (the "Plan") under the Securities Act of
1933, as amended (the "Act"), on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on January 4, 1996, (the "Registration
Statement") you have requested our opinion with respect to the matters set
forth below.
For purposes of this opinion, we have examined the originals or copies
certified or otherwise identified to our satisfaction of: (i) the Trust's
Amended and Restated Declaration of Trust; (ii) the Trustee's Regulations of
the Trust, as amended to date; (iii) records of Trust proceedings as we deemed
material; (iv) such other certificates, records and documents as we considered
necessary or appropriate as a basis for the opinions set forth herein; and (v)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business
or affairs of the Trust, or of any other matters. In rendering our opinions,
we have assumed without inquiry 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 or photostatic copies and the authenticity of the
originals of these documents submitted to us as copies.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any proceeding
therefore may be brought.
We are admitted to the bar of the State of Illinois and express no opinion
as to the laws of any other jurisdiction in effect on the date hereof with
respect to the opinions expressed below. We have assumed for purposes of
rendering this opinion that the law of the Commonwealth of Massachusetts would
be substantially identical to the law of the State of Illinois.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Shares are
validly authorized and reserved for issuance and, when issued and delivered in
accordance with the terms of the Plan, will be fully- paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
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Banyan Strategic Realty Trust
January 3, 1996
Page 2
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or relied
upon by any other person, firm or corporation for any purpose without our prior
express written consent.
Respectfully submitted,
SHEFSKY FROELICH & DEVINE LTD.
SF&D/jfr