Exhibit 5.1
MCKENNON SHELTON & HENN LLP
401 East Pratt Street, Suite 2315
Baltimore, Maryland 21202
(410) 843-3500
(410) 843-3501/fax
July 18, 2005
LEXINGTON CORPORATE PROPERTIES TRUST
One Penn Plaza, Suite 4015
New York, New York 10119-4015
Ladies and Gentlemen:
We have served as special Maryland counsel to Lexington Corporate
Properties Trust, a Maryland statutory real estate investment trust (the
"Trust"), and have been requested by the Trust to render this opinion regarding
the issuance and sale of up to 2,500,000 shares of beneficial interest of the
Trust (the "Shares"), designated as Common Stock, par value $.0001 per share
(the "Common Stock"), to be issued in an underwritten public offering pursuant
to an Underwriting Agreement, dated July 12, 2005 (the "Underwriting
Agreement"), by and between Wachovia Capital Markets, LLC (the "Underwriter"),
on the one hand, and the Trust, Lepercq Corporate Income Fund L.P., Lepercq
Corporate Income Fund II L.P., and Net 3 Acquisition L.P., on the other.
In our capacity as special Maryland counsel, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(a) The Declaration of Trust of the Trust, as amended,
corrected, and supplemented to date (the "Declaration of Trust"),
certified by the Department of Assessments and Taxation of the State of
Maryland (the "MSDAT").
(b) The By-Laws of the Trust, as amended and restated and in
effect on the date hereof.
(c) The Underwriting Agreement.
(d) The Registration Statement of the Trust on Form S-3 (File
Number 333-121708) (the "Registration Statement"), relating to the
offering by the Trust from time to time of up to $500,000,000 in the
aggregate offering price of certain securities described in the
Registration Statement, filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
LEXINGTON CORPORATE PROPERTIES TRUST
July 18, 2005
Page 2
amended (the "Act").
(e) The final Prospectus dated January 31, 2005 (the
"Prospectus"), which forms a part of the Registration Statement, and
the related final Prospectus Supplement dated July 12, 2005 (the
"Prospectus Supplement"), relating to the Shares.
(f) The form of share certificate evidencing shares of the
Common Stock.
(g) The minutes of proceedings of the Board of Trustees of the
Trust or a committee thereof relating to the authorization of the
Underwriting Agreement and the authorization and the issuance of the
Shares.
(h) A short-form Good Standing Certificate for the Trust,
dated a recent date, issued by the MSDAT.
(i) An Officer's Certificate of the Trust, dated the date
hereof (the "Certificate"), as to certain factual matters.
(j) Such other documents as we have considered necessary to
the rendering of this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), the absence of other agreements or understandings
among the parties that would modify the terms of the proposed transactions or
the respective rights or obligations of the parties thereunder, the accuracy of
the representations and warranties as to factual matters of the Trust as set
forth in the Underwriting Agreement, and the accuracy and completeness of all
public records reviewed by us. In making our examination of documents executed
by parties other than the Trust, we have assumed that such parties had the power
(corporate, trust, partnership, or other) to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action (corporate, trust, partnership, or other) and the valid
execution and delivery by such parties of such documents and the validity,
binding effect, and enforceability thereof with respect to such parties. As to
any facts material to this opinion, we have relied solely upon the Certificate.
LEXINGTON CORPORATE PROPERTIES TRUST
July 18, 2005
Page 3
Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations below, having regard for such legal
considerations as we deem relevant, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that the Shares have been
duly authorized and, when issued in accordance with the terms of the
Underwriting Agreement and the resolutions authorizing their issuance, will be
validly issued, fully paid, and non-assessable.
In addition to the qualifications set forth above, this opinion is
subject to additional assumptions, qualifications, and limitations as follows:
(a) We have made no investigation of, and we express no
opinion as to, the laws of any jurisdiction other than the laws of the
State of Maryland. To the extent that any documents referred to herein
are governed by the laws of a jurisdiction other than Maryland, we have
assumed that the laws of such jurisdiction are the same as the laws of
Maryland.
(b) This opinion concerns only the effect of the laws
(exclusive of the principles of conflict of laws) of the State of
Maryland as currently in effect. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof or if
any facts or circumstances come to our attention after the date hereof
that might change this opinion.
(c) 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.
(d) We assume that the issuance of the Shares by the Trust
will not cause any person to violate any of the provisions of the
Declaration of Trust relating to the Ownership Limit, as defined in
Article NINTH of the Declaration of Trust.
(e) We assume that the final share certificates evidencing the
Shares conform to the form of share certificate referred to in
paragraph (f) of the listing of documents.
(f) This opinion is limited to the matters set forth herein,
and no other opinion should be inferred beyond the matters expressly
stated.
LEXINGTON CORPORATE PROPERTIES TRUST
July 18, 2005
Page 4
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Trust's Current Report on Form 8-K to be filed with the
Commission on or about July 18, 2005 and to the reference to our firm under the
heading "Legal Matters" in the Prospectus Supplement relating to the Shares. In
giving our consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder. We further consent to the reliance on
this opinion by Paul, Hastings, Janofsky & Walker LLP in rendering its opinion
to the Trust in connection with the filing of the Prospectus Supplement.
Very truly yours,
/s/ McKennon Shelton & Henn LLP