Exhibit 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 29, 1998
Great Lakes REIT
Suite 300
823 Commerce Drive
Oak Brook, Illinois 60523
Re: Registration Statement on Form S-8 (Registration No. 333-56619):
Amended and Restated 1997 Equity and Performance Incentive Plan
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Ladies and Gentlemen:
We have served as Maryland counsel to Great Lakes REIT, a Maryland real
estate investment trust (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of 1,839,751 common shares
(the "Shares") of beneficial interest, $.01 par value per share, of the
Company ("Common Shares") covered by the above-referenced Registration
Statement (the "Registration Statement"), under the Securities Act of 1933,
as amended (the "1933 Act"). The Shares are to be issued by the Company
pursuant to the Company's Amended and Restated 1997 Equity and Performance
Incentive Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Statement.
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, and all amendments thereto, filed with
the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and the related form of
prospectus in the form in which it will be sent or given to employees of the
Company in accordance with Rule 428(b)(1) under the 1933 Act;
Great Lakes REIT
July 29, 1998
Page 2
2. The Amended and Restated Declaration of Trust of the Company (the
"Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof by its
Secretary;
4. Resolutions adopted by the Board of Trustees of the Company
relating to (a) the approval of the Plan and (b) the issuance and
registration of the Shares, certified as of the date hereof by the Secretary
of the Company;
5. The Plan;
6. A specimen of the certificate evidencing Common Shares, certified
as of the date hereof by the Secretary of the Company;
7. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
8. A certificate executed by the Secretary of the Company, dated the
date hereof; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, 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.
Great Lakes REIT
July 29, 1998
Page 3
4. Any Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All 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 Declaration of Trust.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed 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 for issuance pursuant to the
Plan and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Resolutions and the Plan, will be
(assuming that upon any such issuance the total number of Common Shares
issued and outstanding will not exceed the total number of Common Shares that
the Company is then authorized to issue under the Declaration of Trust)
validly issued, fully paid and nonassessable.
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 to compliance with any federal or state securities
laws, including the securities 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.
Great Lakes REIT
July 29, 1998
Page 4
This opinion is being furnished to you 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