EXHIBIT 5.1
FORM OF OPINION OF COUNSEL
WITH RESPECT TO THE LEGALITY
OF THE SECURITIES BEING REGISTERED
OPPENHEIMER WOLFF & DONNELLY LLP
500 Newport Center Drive
Suite 700
Newport Beach, California 92660
(949) 719-6000
(949) 719-6020 (Fax)
_____________, 1999
Cornerstone Industrial Properties Income
and Growth Fund I, LLC
4590 MacArthur Blvd.
Suite 610
Newport Beach, CA 92660
Re: Cornerstone Industrial Properties Income and Growth Fund I, LLC
Legality of the Securities Being Registered
Gentlemen:
In connection with the registration of Units of limited liability
company interests of Cornerstone Industrial Properties Income and Growth Fund I,
LLC, a California limited liability company (the "Fund") under the Securities
Act of 1933, as amended, you have requested our opinion as to whether the Units
of limited liability company interests, when issued, will be lawfully and
validly issued, fully paid and non-assessable.
For purposes offering this opinion, we have examined originals or
copies of the documents listed below. In conducting such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and conformity to original documents of all
documents submitted to us as copies. The documents we have examined are:
1. The Form S-11 Registration Statement which was initially filed by
the Fund with the Securities and Exchange Commission on March _____, 1999, as
amended, (the "Registration Statement");
2. The Articles of Organization of the Fund dated as of October 28,
1998;
3. The Operating Agreement of the Fund dated as of October 28, 1998;
4. The form of Certificate of Limited Liability Company Units which is
to be issued to the Members of the Fund.
In addition, in rendering this opinion, we have relied upon your
representation that the Units of limited liability company interests will be
offered to the public in the manner and on the terms identified or referred to
in the Registration Statement.
Cornerstone Industrial Properties Income
and Growth Fund I, LLC
_____________, 1999
Page 2
Based upon and subject to the forgoing and the effect, if any, of the
matters discussed below, after having given due regard to such issues of law as
we deemed relevant, and assuming that (i) the Registration Statement becomes and
remains effective, and the prospectus which is part thereof, and the prospectus
delivery requirements with respect thereto, fulfill all of the requirements of
the Securities Act of 1933, as amended, throughout all periods relevant to this
opinion, (ii) all offers and sales of the Units of limited liability company
interest are made in a manner complying with the terms of the Registration
Statement, and (iii) all offers and sales of the Units of limited liability
company interests are in compliance with the securities laws of the states
having jurisdiction thereto, we are of the opinion that the Units of limited
liability company interests, when issued, will be lawfully and validly issued,
fully paid and non-assessable.
This opinion is furnished to you in connection with the registration of
Units of limited liability company interests in the Fund, is solely for your
benefit, and may not be relied on by, nor copies delivered to, any other person
or entity without our prior written consent. Notwithstanding the preceding
sentence we hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
OC: 79730 V02 3/8/99