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EXHIBIT 5.1
[Ballard Spahr Andrews & Ingersol1, LLP LETTERHEAD]
February 22, 2000
Equity One, Inc.
Suite 200
1600 N.E. Miami Gardens Drive
North Miami Beach, FL 33179
Re: Registration Statement on Form S-3:
1,500,000 Shares of Common Stock
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Ladies and Gentlemen:
We have served as Maryland counsel to Equity One, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of up to 1,500,000 shares (the
"Shares") of common stock, $.01 par value per share, of the Company (the "Common
Shares"), covered by the above-referenced Registration Statement and all
amendments thereto (the "Registration Statement"), as filed by the Company under
the Securities Act of 1933, as amended (the "1933 Act"). The Shares may be
issued from time to time pursuant to the Equity One, Inc. Dividend Reinvestment
and Stock Purchase Plan as constituted under the heading "Terms and Conditions
of the Plan" in the form of prospectus included in the Registration Statement
(the "Plan").
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 (collectively, the "Documents"):
1. The Registration Statement, including the related form of
prospectus included therein, in the form in which it will be transmitted by the
Company to the Securities and Exchange Commission (the "Commission") under the
1933 Act;
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 Amended and Restated Bylaws of the Company, certified
as of the
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February 22, 2000
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date hereof by an officer of the Company;
4. Resolutions adopted by the Board of Directors of the
Company, or a duly authorized committee thereof, relating to the issuance, sale
and registration of the Shares (the "Resolutions"), certified as of the date
hereof by an officer of the Company;
5. The Plan;
6. A certificate of the SDAT as of a recent date as to the
good standing of the Company;
7. A certificate executed by an officer of the Company, dated
as of the date hereof; and
8. 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 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 the 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 such 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 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.
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Equity One, Inc.
February 22, 2000
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5. The Shares will not be transferred in violation of any
restriction or limitation contained in the Charter.
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.
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 Shares are duly authorized and, when and if issued and
delivered against payment therefor and otherwise in the manner described in the
Resolutions, the Plan and the Registration Statement, will be (assuming that
upon any such issuance the total number of Common Shares issued and outstanding
will not exceed the total number of Common Shares 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 (or "blue sky") laws, including the securities laws
of the State of Maryland, any federal or state laws regarding fraudulent
transfers, or any real estate syndication laws of the State of Maryland. 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.
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 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 consent to the filing of this opinion as an exhibit to 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,
/s/ Ballard Spahr Andrews & Ingersoll, LLP