EXHIBIT 5.1
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530
FAX: 410-539-0489
January 26, 1998
Wilshire Real Estate Investment Trust Inc.
1776 SW Madison Street
Portland, Oregon 97025
Re: Registration Statement on Form S-11
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Ladies and Gentlemen:
We have acted as Maryland counsel to Wilshire Real Estate Investment
Trust Inc., a Maryland corporation and a self-administered and self-managed
equity real estate investment trust (the "Company"), in connection with the
issuance and sale by the Company of up to 11,500,000 shares of common stock of
the Company (the "Common Stock"), $.0001 par value per share (the "Shares"),
pursuant to a Registration Statement on Form S-11 (No. 333-39035), filed by the
Company with the Securities and Exchange Commission (the "Commission") on
October 30, 1997 (together with any pre-effective and any post-effective
amendments, the "Registration Statement"), including the prospectus included
therein at the time the Registration Statement is declared effective by the
Commission (the "Prospectus").
In this capacity, we have reviewed the Charter documents and By-laws
of the Company, and the Registration Statement and the Prospectus. In addition,
we have examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purpose of
rendering this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), that there has been no substantial change in
the final documents from documents
Piper & Marbury
L.L.P.
Wilshire Real Estate Investment Trust Inc.
January 26, 1998
Page 2
submitted to us as drafts and that all public records reviewed are accurate and
complete. As to factual matters, we have relied upon the above-referenced
certificates of officers of the Company and have not independently verified the
matters stated therein. This opinion is also based upon the assumption that the
Registration Statement has become effective under the Act.
Based upon the foregoing, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that the Shares have been
duly authorized for issuance by all necessary corporate action on the part of
the Company and, upon payment of the consideration specified in the Registration
Statement and the Prospectus relating thereto, the issuance and delivery of the
Shares in accordance with the terms therefor and the countersigning of the
certificate or certificates representing the Shares by a duly authorized officer
of the registrar for the Company's Common Stock, the Shares will be validly
issued, fully paid and nonassessable.
The opinions expressed herein: (i) are limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters expressly
stated; (ii) are subject to the qualification that we express no opinion as to
the laws of any jurisdiction other than the laws of the State of Maryland; and
(iii) concern only the effect of the laws (excluding the principles of conflict
of laws) of the State of Maryland as currently in effect. We assume no
obligation to supplement this opinion if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinion
expressed herein after the date hereof.
In addition, the opinions expressed herein are for the benefit of the
persons to whom this opinion is addressed and, without our prior written
consent, may not be quoted in whole or in part or otherwise referred to in any
legal opinion, document, or other report, and may not be furnished to any person
or entity, except that Proskauer Rose LLP is authorized to rely on this opinion
in rendering any opinion to the Company which is to be filed as an exhibit to
the Registration Statement. In addition, we hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement and to the reference to our
firm in the Registration Statement and the Prospectus relating thereto.
Very truly yours,
/s/ Piper & Marbury L.L.P.
Piper & Marbury L.L.P.