Exhibit 5.1
October 1, 2002
AMB Property Corporation
AMB Property, L.P.
505 Montgomery Street
San Francisco, California 94111
Re: AMB Property Corporation, a Maryland corporation (the
"Company"); AMB Property, L.P., a Delaware limited
partnership (the "Operating Partnership") - Registration
Statement on Form S-8 pertaining to the registration of up
to an aggregate of $ 15,000,000 in unsecured general
obligations (the "Obligations") to be issued and delivered
pursuant to the Amended and Restated AMB Nonqualified
Deferred Compensation Plan (the "Plan")
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Ladies and Gentlemen:
In connection with the registration of the Obligations, under the
Securities Act of 1933, as amended (the "Act"), on Form S-8 to be filed with the
United States Securities and Exchange Commission (the "Commission") on or about
October 1, 2002 (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below. Capitalized terms used but not
defined herein shall have the meaning given to them in the Registration
Statement, and the Plan attached as an Exhibit thereof.
We have acted as special Maryland corporate counsel to the Company
in connection with the matters described herein. With respect to such matters,
the Company acts in its individual capacity and in its capacity as general
partner of the Operating Partnership. In our capacity as special Maryland
corporate counsel to the Company, we have reviewed and are familiar with the
charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the Maryland State Department of Assessments and Taxation (the
"Department") on November 24, 1997, Articles Supplementary filed on July 23,
1998, November 12, 1998, November 25, 1998, May 5, 1999, August 31, 1999, March
23, 2000, August 30, 2000, September 1, 2000, March 21, 2001, September 24,
2001, December 6, 2001, April 17, 2002 and
AMB Property Corporation
AMB Property, L.P.
Page 2
August 7, 2002 and a Certificate of Correction filed on March 18, 1999,
correcting the Articles Supplementary filed on July 23, 1998; the Bylaws of the
Company (the "Bylaws"), which were duly adopted by the Board of Directors of the
Company on November 24, 1997 and amended and restated pursuant to the First
Amended and Restated Bylaws of the Company, on or as of March 5, 1999 and the
Second Amended and Restated Bylaws of the Company, on or as of February 27,
2001; certain resolutions adopted and actions taken by the Board of Directors of
the Company (the "Board of Directors") on or before the date hereof and in full
force and effect on the date hereof including, but not limited to, those certain
resolutions adopted by the Board of Directors on May 15, 2002. We have also
examined the Registration Statement, the Plan, other documents, corporate and
other records of the Company and certificates of public officials and officers
of the Company including, without limitation, a status certificate of recent
date issued by the Department to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland, and a
Certificate of Officer of the Company of recent date to the effect that, among
other things, the Charter and Bylaws of the Company and the resolutions and
actions by the Board of Directors which we have examined are true, correct and
complete, have not been rescinded or modified and are in full force and effect
on the date of such certificate. We have also made such further legal and
factual examinations as we have deemed necessary or appropriate to provide a
basis for the opinions set forth below.
In reaching the opinions set forth below, we have assumed the
following: (a) each person executing any instrument, document or agreement on
behalf of any party (other than the Company) is duly authorized to do so; (b)
each natural person executing any instrument, document or agreement is legally
competent to do so; (c) all documents submitted to us as originals are
authentic; all documents submitted to us as certified, facsimile or photostatic
copies conform to the original document; all signatures on all documents
submitted to us for examination are genuine; and all public records reviewed are
accurate and complete; (d) the resolutions adopted and to be adopted, and the
actions taken and to be taken by the Board of Directors, including, but not
limited to, the adoption of all resolutions and the taking of all action
necessary to authorize the amendment and restatement of the Plan and the
issuance and delivery of the Obligations in accordance with the Plan, have
occurred or will occur upon the requisite vote of the members of the Board of
Directors at duly called meetings at which a quorum of the incumbent directors
of the Company were or are present and acting throughout, or by unanimous
written consent of all incumbent directors, all in accordance with the Charter
and Bylaws of the Company and applicable law; (e) none of the terms of any of
the Obligations, or any agreements related thereto, to be established subsequent
to the date hereof, nor the issuance or delivery of any such Obligations
pursuant to the Plan, will violate any applicable law or will conflict with, or
result in a breach or violation of, the Charter or Bylaws of the Company, or any
instrument or agreement to which the Company is a party or by which the Company
is bound or any order or decree of any court, administrative or governmental
body having jurisdiction over the Company; and (f) none of the Obligations will
be result in a violation of the provisions of Article IV, Section E of the
Charter of the Company entitled "Restrictions on Ownership and Transfer to
Preserve Tax Benefits".
AMB Property Corporation
AMB Property, L.P.
Page 3
Based upon the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that the issuance and
delivery of the Obligations pursuant to and in accordance with the terms and
provisions of the Plan, have been duly authorized by the Company, on behalf of
the Company and on behalf of the Company acting as general partner of the
Operating Partnership, by all necessary corporate action required under the
Charter and Bylaws of the Company and the Maryland General Corporation Law.
This opinion is limited to the present corporate laws of the State
of Maryland and we express no opinion with respect to and other laws or the laws
of any other jurisdiction. Furthermore, the opinions presented in this letter
are limited to the matters specifically set forth herein and no other opinion
shall be inferred beyond the matters expressly set forth herein. Without
limiting the generality of the foregoing, we express no opinion with respect to
any securities laws, nor do we express any opinion regarding any action taken
by, or any authorizations of, the Operating Partnership, or as respects the
validity or enforceability of the Obligations.
The opinion set forth in this letter is rendered as of the date
hereof and is necessarily limited to the laws now in effect and facts and
circumstances presently existing and brought to our attention. We assume no
obligations to supplement this opinion if any applicable law is changed after
the date hereof or if we become aware of any facts or circumstances which now
exist or which occur or arise in the future and may change the opinion expressed
herein after the date hereof.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an
exhibit to applications to the securities commissioners of the various states of
the United States for registration of the Obligations. In giving these consents,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Act.
The opinion expressed in this letter is for your use and the use of
your securities counsel Latham & Watkins, in connection with the filing of the
Registration Statement and the rendering of opinions by Latham & Watkins in
connection therewith, and may not be relied upon by you or Latham & Watkins for
any other purpose, without our prior written consent.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
SMA/a