Exhibit 5.1
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[Venable, LLP letterhead]
March 30, 2004
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 $200,000,000 Aggregate
Principal Amount of 3.875% Senior Notes due 2009 (the "Notes"), covered by the
Registration Statements on Form S-3 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 March 24, 2004 (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 Notes 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;
Equity One, Inc.
March 30, 2004
Page 2
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.
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 Notes have been duly authorized for issuance.
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
Equity One, Inc.
March 30, 2004
Page 3
to the applicability or effect of any federal or state securities laws, any
federal or state laws regarding fraudulent transfers or any real estate
syndication laws of the State of Maryland 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 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
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Venable LLP