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EXHIBIT 5.1
June __, 2001
Getty Realty Corp.
125 Jericho Turnpike
Suite 103
Jericho, New York 11753
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Getty Realty Corp., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the offer by the Company from time to time in one or more classes
or series of (i) shares of its common stock, par value $.01 per share ("Common
Stock"), and/or (ii) shares of its preferred stock, par value $.01 per share
("Preferred Stock"), in amounts, at prices and on terms to be determined at the
time of the offering, with an aggregate public offering price of $150,000,000
(collectively, the "Shares"), covered by the above-referenced Registration
Statement (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). Capitalized terms used but not defined
herein shall have the meanings given 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 and the related form of prospectus included
therein, filed with the Commission pursuant to the 1933 Act;
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June __, 2001
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2. The charter of the Company (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 (the "Bylaws"), certified as of the date
hereof by an officer of the Company;
4. Resolutions adopted by the Board of Directors of the Company relating to
the sale, issuance and registration of the Shares (the "Resolutions"), certified
as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as of a recent date as to the good standing 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 another 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. Any 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 Documents submitted to us as certified or
photostatic copies conform to the original documents. All signatures on all
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
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June __, 2001
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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 issuance and certain terms of the Shares to be issued by the Company
from time to time will be authorized and approved by the Board of Directors of
the Company, or a duly authorized committee thereof, in accordance with and not
in violation of the Maryland General Corporation Law, the Charter and the Bylaws
(with such approval referred to herein as the "Corporate Proceedings").
6. The Shares will not be issued 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:
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. Upon completion of the Corporate Proceedings relating to any of the
Shares that are Common Stock, such Shares will be duly authorized and, when and
if delivered in accordance with the Charter, the Registration Statement and the
resolutions of the Board of Directors, or a duly authorized committee thereof,
authorizing their issuance, will be (assuming that, upon issuance, the total
number of shares of Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to
issue) validly issued, fully paid and non-assessable.
3. Upon completion of the Corporate Proceedings relating to any of the
Shares that are Preferred Stock, such Shares will be duly authorized and, when
and if delivered in accordance with the Charter, the Registration Statement and
the resolutions of the Board of Directors, or a duly authorized committee
thereof, authorizing their issuance, will be (assuming that, upon issuance, the
total number of shares of Preferred Stock issued and outstanding will not exceed
the total number of shares of Preferred Stock that the Company is then
authorized to issue) 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. The
opinion expressed herein is subject to the effect of judicial decisions which
may permit the introduction of parol evidence to modify the terms on the
interpretation of agreements. We express no opinion as to compliance with the
securities (or "blue sky") laws or the real estate syndication laws of the State
of Maryland.
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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 the Company 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 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,