Exhibit 5.2
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[Greenberg Traurig, P.A. Letterhead]
March 26, 2004
Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Re: Equity One, Inc. Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Equity One, Inc., a Maryland corporation (the
"Company"), and certain of its subsidiaries (the "Guarantors") in connection
with the public offering by the Company of $200,000,000 aggregate principal
amount of it's 3.875% Senior Notes due 2009 (the "Notes") unconditionally
guaranteed as to the payment of principal and interest (each a "Guaranty," and
collectively the "Guarantees," and, collectively with the Notes, the
"Securities") by the Guarantors pursuant to Supplemental Indenture No. 4 dated
as of the date hereof (the "Supplemental Indenture") to the Indenture dated as
of September 9, 1998 (as amended and supplemented through the date hereof,
including without limitation pursuant to the Supplemental Indenture, the
"Indenture"). The Securities are being issued pursuant to registration
statements on Form S-3 (File Nos. 333-81216 and 333-106909) filed by the Company
and, in the case of Registration Statement No. 333-106909, the Guarantors, under
the Securities Act of 1933, as amended (the "Act"), as each became effective
under the Act (collectively, the "Registration Statement"), and the prospectus
supplement dated March 23, 2004 filed by the Company pursuant to Rule 424(b) of
the rules and regulations of the Securities and Exchange Commission (the
"Commission"), including the base prospectus filed by the Company pursuant to
Rule 424(b) of the rules and regulations of the Commission on September 24, 2003
(the "Prospectus"), which pursuant to Form S-3 incorporates by reference or is
deemed to incorporate by reference documents filed as of the date hereof under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as set
forth in the Prospectus.
In connection with our representation of the Company and the Guarantors,
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:
1. the Registration Statement;
2. the Prospectus and
3. the Indenture.
Equity One, Inc.
March 26, 2004
Page 2 of 4
We have also examined the originals, or duplicates or certified or
conformed copies, of such other records, agreements, instruments and other
documents and have made such other investigation as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied without independent investigation
as to the accuracy of such documents, records and instruments upon certificates
of public officials and of officers and representatives of the Company or the
Guarantors.
In rendering the opinions set forth below, we have assumed genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies and
the authenticity of originals or such latter documents.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. Assuming the due authorization and execution of the Notes by the
Company, when issued and delivered by the Trustee in accordance with the terms
of the Indenture (assuming the due authorization, execution and delivery of the
Certificate of Authentication by the Trustee), and delivered to, and paid for
by, the purchasers, such Notes will constitute valid and legally binding
obligations of the Company; and
2. Assuming the due authorization, execution and delivery of the
Guarantees by each Guarantor (other than those Guarantors organized under the
laws of the States of Arizona, Delaware, Florida and Georgia), each Guarantee
constitutes a valid and legally binding obligation of such Guarantor.
The opinions set forth above are subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law), and (iii)
the discretion of the court before which any proceeding therefor may be brought.
The opinions set forth above are also subject to the qualification that certain
provisions of the Indenture or the Securities in whole or in part, may not be
enforceable, although the inclusion of such provisions does not render the such
instruments invalid, and such instruments and the laws of the State of Georgia
contain adequate remedial provisions for the practical realization of the rights
and benefits afforded thereby.
We express no opinion with respect to:
(A) the effect of any provision of the Indenture or the Securities which is
intended to permit modification or waiver thereof only by means of an agreement
signed in writing by the parties thereto;
Equity One, Inc.
March 26, 2004
Page 3 of 4
(B) the effect of any provision of the Indenture or the Securities imposing
penalties or forfeitures or any late charges, prepayment penalties, default
interest or other similar provisions which may be deemed to constitute
penalties;
(C) the enforceability of any provision of any of the Indenture or the
Securities to the extent that such provision constitutes a waiver of illegality
as a defense to performance of contract obligations;
(D) the effect of waivers of applicable statutes of limitations;
(E) the enforceability of any provision of the Indenture regarding the
severability of clauses or provisions of those documents;
(F) the effect of any provision of the Indenture or the Securities relating
to indemnification or exculpation in connection with violations of any
securities laws or relating to indemnification, contribution or exculpation in
connection with willful, reckless or criminal acts or negligence of the
indemnified or exculpated person or the person receiving contribution; and
(G) the enforceability of the provisions of the Indenture or the Securities
(i) restricting access to legal or equitable remedies, (ii) purporting to waive
or affect any rights to notices, (iii) allowing any party to declare
indebtedness due and payable without notice (as some courts have held that
acceleration may not be made except by an unequivocal act of the holder
evidencing acceleration, which may include notice to the debtor), (iv)
covenanting to take action the taking of which is discretionary with or subject
to the approval of a third party or which is otherwise subject to contingencies
the fulfillment of which are not within the control of the parties so
covenanting, (v) providing for nonjudicial foreclosure, (vi) providing for
specific performance and appointment of a receiver, (vii) providing that the
Trustee's or any holder of Securities failure to exercise any right, remedy or
option under the documents shall not operate as a waiver, or (viii) purporting
to establish evidentiary standards for suit or proceedings to enforce said
documents.
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 do not express any opinion herein concerning any law other than the laws
of the States of Arizona, Florida, Georgia, the federal law of the United
States, the Delaware General Corporation Law and the Delaware Limited Liability
Company Law.
Equity One, Inc.
March 26, 2004
Page 4 of 4
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 Act.
Very truly yours,
/s/ Greenberg Traurig, P.A.
/s/ Greenberg Traurig, LLP