Exhibit 5.1
-----------
[Letterhead of Venable LLP]
September 23, 2003
Equity One, Inc.
1600 Northeast Miami Gardens Drive
Miami, Florida 33131
Re: Registration Statements 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 Statements on Form S-3 (File Nos. 333-81216 and
333-106909) 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 (collectively, the "Registration Statement") and a
Prospectus Supplement to be filed by the Company with the Commission on
September 24, 2003 (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;
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. All Documents submitted to us as originals are authentic. The form and
content of all 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. 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 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 or transferred in violation of any
restriction or limitation contained in the Charter.
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.
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/ Venable LLP