EXHIBIT 5.2
[Letterhead of Coudert Brothers LLP]
June 11, 2002
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
Re: Urstadt Biddle Properties Inc.
Registration Statement on Form S-3
Dear Sirs:
We have acted as special New York counsel to Urstadt Biddle Properties
Inc., a Maryland corporation (the "Company"), in connection with the preparation
of the registration statement of the Company on Form S-3, Registration No.
333-84774 (the "Registration Statement"), initially filed with the Securities
and Exchange Commission (the "Commission") on March __, 2002, relating to the
registration pursuant to Rule 415 promulgated under the Securities Act of 1933,
as amended (the "1933 Act"), of (a) shares of the Company's common stock, $0.01
par value per share (the "Common Stock"), (b) shares of the Company's Class A
common stock, $0.01 par value per share (the "Class A Common Stock"), (c) shares
of the Company's preferred stock, $0.01 par value per share (the "Preferred
Stock"), in one or more series, either directly or represented by depositary
shares (the "Depositary Shares"), (d) unsecured senior or subordinated debt
securities of the Company (the "Debt Securities") and (e) delayed delivery
contracts (the "Delayed Delivery Contracts") to purchase Common Stock, Class A
Common Stock, Preferred Stock, Depositary Shares or Debt Securities, each on
terms to be determined at the time of sale, having an aggregate initial public
offering price of U.S. $150,000,000 or the equivalent thereof. The Common Stock,
the Class A Common Stock, the Preferred Stock, the Depositary Shares, the Debt
Securities and the Delayed Delivery Contracts are collectively referred to
herein as the "Securities."
In so acting, we have examined originals, or copies identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and officers of the Company and of such other instruments as we have
deemed relevant or necessary for the purpose of this opinion.
In rendering this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with originals of all
documents submitted to us as copies, and we have assumed the genuineness of the
signatures of the respective parties to such documents.
Urstadt Biddle Properties Inc.
June 11, 2002
Page 2
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, we are of the opinion that:
1. With respect to the Depositary Shares (assuming the deposit
agreement (the "Deposit Agreement") under which the Depositary Shares are to be
issued is governed by New York law), when (a) the Board of Directors of the
Company or a duly authorized committee of the Board (such Board of Directors or
committee being referred to herein as the "Board") has by resolution or
resolutions (the "Resolutions") taken all necessary corporate action to approve
the issuance of and establish the terms of the offering of the Depositary Shares
and related matters, (b) the terms of the Deposit Agreement have been duly
established and the Deposit Agreement has been duly executed and delivered, (c)
the terms of the Depositary Shares and of their issuance and sale have been duly
established in conformity with the Deposit Agreement and (d) the Preferred Stock
represented by the Depositary Shares has been duly issued and has been duly
delivered to the depositary and the depositary receipts evidencing the
Depositary Shares have been duly issued against deposit of the Preferred Stock
in accordance with the Deposit Agreement and issued and sold as contemplated by
the Registration Statement including any applicable prospectus supplement
thereto, and provided that all the foregoing actions are taken pursuant to the
authority granted in the Resolutions and so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company, the depositary receipts evidencing the Depositary Shares will
be validly issued and will entitle the holders thereof to the rights specified
in the Depositary Shares and the Deposit Agreement, subject to bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws relating to or affecting the enforcement of creditors' rights generally and
to general equity principles (whether applied at law or in equity). The
Depositary Shares covered by the opinion in this paragraph include any
Depositary Shares that may be issued upon conversion of or otherwise pursuant to
the terms of any other Securities.
2. With respect to the Debt Securities to be issued under the senior
debt indenture the form of which is filed as Exhibit 4.4 to the Registration
Statement (the "Senior Debt Indenture"), when (a) the Senior Debt Indenture in
the form filed as an exhibit to the Registration Statement has been duly
authorized by the Company, (b) the Senior Debt Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), (c) the Senior Debt Indenture has been duly executed and
delivered substantially in the form so filed, (d) the Board has taken all
necessary corporate action to approve the issuance of and establish the terms
of such Debt Securities, the terms of the offering and related matters, (e)
the Debt Securities have been duly executed and authenticated in accordance
with the terms of the Senior Debt Indenture, and (f) the Debt Securities have
been issued, sold and delivered in the manner and for the consideration stated
in the applicable definitive purchase, underwriting or similar agreement
approved by the Board, upon payment of the consideration provided for therein,
and provided that all of the foregoing actions are taken pursuant to the
authority granted in the Resolutions and so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company, the Debt Securities to be issued under the Senior
Debt Indenture will be legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject, as to
enforcement, to
Urstadt Biddle Properties Inc.
June 11, 2002
Page 3
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights
generally and to general equity principles (whether applied at law or in
equity).
3. With respect to the Debt Securities to be issued under the
subordinated debt indenture the form of which is filed as Exhibit 4.6 to the
Registration Statement (the "Subordinated Debt Indenture"), when (a) the
Subordinated Debt Indenture in the form filed as an exhibit to the
Registration Statement has been duly authorized by the Company, (b) the
Subordinated Debt Indenture has been duly executed and delivered substantially
in the form so filed, (c) the Subordinated Debt Indenture has been duly
qualified under the Trust Indenture Act, (d) the Board has taken all necessary
corporate action to approve the issuance of and establish the terms of such
Debt Securities, the terms of the offering and related matters, (e) the Debt
Securities have been duly executed and authenticated in accordance with the
terms of the Subordinated Debt Indenture, and (f) the Debt Securities have
been issued, sold and delivered in the manner and for the consideration stated
in the applicable definitive purchase, underwriting or similar agreement
approved by the Board, upon payment of the consideration provided for therein,
and provided that all of the foregoing actions are taken pursuant to the
authority granted in the Resolutions and so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company, the Debt Securities to be issued under the
Subordinated Debt Indenture will be legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws relating to or affecting
the enforcement of creditors' rights generally and to general equity
principles (whether applied at law or in equity).
4. With respect to the Delayed Delivery Contracts (assuming such
Delayed Delivery Contracts are governed by New York law), when (a) the Board
has taken all necessary corporate action to approve the issuance of and
establish the terms of the offering of the Delayed Delivery Contracts, the
underlying Securities and related matters, (b) the Delayed Delivery Contracts
have been duly executed and delivered, and (c) the Securities subject to the
Delayed Delivery Contracts have been duly issued, and provided that all of the
foregoing actions are taken pursuant to the authority granted in the
Resolutions and so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company, the
Delayed Delivered Contracts will be legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws relating to or affecting the
enforcement of creditors' rights generally and to general equity principles
(whether applied at law or in equity).
We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various
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June 11, 2002
Page 4
factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
In connection with our opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, the Registration
Statement and any amendments thereto (including post-effective amendments) will
have been declared effective, a prospectus supplement will have been prepared
and filed with the Commission describing the Securities offered thereby, the
authorization of such Security will not have been modified or rescinded by the
Board and there will not have occurred any change in law affecting the validity
or enforceability of such Security, and the Securities will have been duly
executed and authenticated in accordance with the applicable indenture or other
agreement and issued and sold as contemplated in the Registration Statement. We
have also assumed that none of the terms of any Security to be established
subsequent to the date hereof, nor the issuance and delivery of such Security or
the compliance by the Company with the terms thereof, will violate any
applicable federal or state law or will result in a violation of any provision
of any instrument or agreement then binding upon the Company or any restriction
imposed by any court or governmental body having jurisdiction over the Company.
Insofar as the foregoing opinions relate to the legality, validity, binding
effect or enforceability of any agreement or obligation of the Company, we have
assumed that the Company and each other party to any such agreement or
obligation has satisfied those legal requirements that are applicable to the
extent necessary to make such agreement or obligation enforceable against it
(except that no such assumption is made as to the Company regarding matters of
the Federal law of the United States of America or the laws of the State of New
York). We have also assumed that the interest rate on any Securities will not
exceed the maximum rate permitted by law.
We are members of the bar of the State of New York and we express no
opinion as to any laws other than the Federal laws of the United States of
America and the laws of the State of New York.
We hereby consent to the filing of this opinion with the Commission in
connection with the filing of the Registration Statement referred to above. We
also consent to the use of our name in the related prospectus and any prospectus
supplement under the heading "Legal Opinions." By giving this opinion and such
consent, we do not thereby admit that we are an "expert" within the meaning of
Section 7 of the 1933 Act.
Very truly yours,
/s/ Coudert Brothers LLP