EXHIBIT 5.1
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP]
DRAFT -- SUBJECT TO REVIEW AND CHANGE
_______ __, 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 redeemable exchangeable 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.
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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 in violation of any
restriction or limitation contained in Article VII (Restrictions on Transfer
and Ownership of Capital Stock) of the Charter.
Delphi Properties, Inc.
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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. 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 for submission to the
Commission as an exhibit to the Registration Statement. 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,