EXHIBIT 5.1
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[BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
File Number
892381
March 27, 2002
Equity One, Inc.
1600 Northeast Miami Gardens Drive
Miami, Florida 33131
Re: REGISTRATION STATEMENT ON FORM S-3
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 by the Company of up to 3,450,000
shares (the "Shares") of its common stock, par value $.01 per share ("Common
Stock"), covered by the Registration Statement on Form S-3 (Registration No.
333-81216) (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), including the related form of prospectus
in the form in which it was transmitted to the Commission and a Prospectus
Supplement filed by the Company with the Commission on March 22, 2002 (the
"Prospectus Supplement").
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;
2. The Prospectus Supplement;
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, certified as of the date hereof
by an officer of the Company;
5. Resolutions adopted by the Board of Directors of the
Company, or a duly authorized committee thereof, relating to the issuance of the
Shares and the filing of the Registration Statement and the Prospectus
Supplement (the "Resolutions"), certified as of the date hereof by an officer of
the Company;
Equity One, Inc.
March 26, 2002
Page 2
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 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 another 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. Any Documents submitted to us as originals are authentic.
The form and content of any 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 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 the Charter.
Equity One, Inc.
March 26, 2002
Page 3
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 have been duly authorized and, when and if
issued and delivered against payment therefor in accordance with the Charter,
the Registration Statement, the Prospectus Supplement and the Resolutions, will
be (assuming that, upon issuance, the total number of shares of Common Stock
issued and outstanding will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue) validly issued, fully paid
and non-assessable.
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. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the
terms on the interpretation of agreements. We express no opinion as to
compliance with the securities (or "blue sky") laws or the real estate
syndication laws of the State of Maryland.
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 the Company 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 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP