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Exhibit 5.1
BALLARD SPAHR ANDREWS & INGERSOLL
January 30, 1998
Getty Realty Holding Corp.
125 Jericho Turnpike
Jericho, New York 11753
Re: Registration Statement on Form S-8:
Getty Realty Corp.
1998 Stock Option Plan
Ladies and Gentlemen:
We have served as Maryland counsel to Getty Realty Holding
Corp., a Maryland corporation (the "Company"), in connection with its filing
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") to register up to
1,100,000 shares (the "Shares") of Common Stock, $.01 par value per share, of
the Company (the "Common Stock"), which are issuable upon exercise of employee
stock options granted or which may be granted under the Company's 1998 Stock
Option Plan (the "Plan"). 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 opinions 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;
2. The Plan;
3. 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");
4. The Bylaws of the Company (the "Bylaws"), certified
as of a recent date by its Corporate Secretary;
5. A certificate as of a recent date of the SDAT as to
the good standing of the Company;
6. 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 a recent date by the Corporate Secretary of
the Company;
7. A form of certificate representing the Shares,
certified as of a recent date by the Corporate Secretary of the Company.
8. A certificate executed by Randi Young Filip,
Corporate Secretary of the Company, dated as of a recent date; and
9. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinions set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. 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.
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 individual executing any of the Documents,
whether on behalf of such individual or another person, is legally competent to
do so.
4. All Documents submitted to us as originals are
authentic. All 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 statements and information contained in the Documents
are true and complete. There are no modifications of or amendments to the
Documents, and there has been no waiver of any of the provisions of the
Documents, by action or omission of the parties or otherwise.
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The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion for the Company.
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
validly existing under the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized and, when and
if delivered against payment therefor in accordance with the resolutions of
the Board of Directors of the Company authorizing their issuance and the Plan,
will be (assuming that the sum of (i) all shares of Common Stock issued and
outstanding on the date hereof, (ii) all shares of Common Stock issued between
the date hereof and the date on which the Shares are issued (not including
any Shares) and (iii) the Shares, will not exceed the number of shares of Common
Stock that the Company then has authority to issue) 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
state or federal 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 subject to
the effect of judicial decisions which may permit the introduction of parol
evidence to modify the terms or the interpretation of agreements.
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 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 Securities Act of 1933,
as amended.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
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