Exhibit 5.1
July 18, 2005
Acadia Realty Trust
1311 Mamaroneck Avenue, Suite 260
White Plains, New York 10605
re: Acadia Realty Trust Registration of Common Shares of Beneficial
Interest on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for Acadia Realty Trust, a Maryland
real estate investment trust (the "Trust"), in connection with the preparation
and filing of a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, pursuant to which the
Trust intends to register a maximum of 250,000 shares of its Common Shares of
Beneficial Interest, par value $.001 per share ("Common Shares"), for resale by
the "Selling Shareholder" identified in the Registration Statement and the
prospectus included therein. This opinion is being furnished to you as a
supporting document for such Registration Statement.
In this connection we have examined and considered the original or
copies, certified or otherwise identified to our satisfaction, of the following:
(i) The Declaration of Trust of the Trust including all amendments
thereto, as in effect on the date hereof ("Declaration of Trust"),
(ii) The By-Laws of the Trust, including all amendments thereto, as in
effect on the date hereof ("By-laws"),
(iii) The Amended and Restated Limited Partnership Agreement
("Partnership Agreement") of Acadia Realty Limited Partnership ("Partnership");
(iv) The Resolutions of the Board of Trustees of the Trust, adopted at
a meeting of
Acadia Realty Trust
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July 18, 2005
the Board of Trustees on March 22, 2005, which, among other things, authorize
the transaction which results, upon conversion of units in the Partnership ("OP
Units"), in the issuance of Common Shares to the Selling Shareholder, and the
preparation and filing of a registration statement relating to such Common
Shares;
(v) The Registration Statement filed with the Securities and Exchange
Commission, and
(vi) A Certificate of the Secretary of the Trust dated July 5, 2005.
In addition, we have obtained from public officials, officers and other
representatives of the Trust, and others such certificates, documents and
assurances as we considered necessary or appropriate for purposes of rendering
this opinion. In our examination of the documents listed in (i)-(vi) above and
the other certificates and documents referred to herein, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures on
documents not executed in our presence and facsimile or photostatic copies of
which we reviewed, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents. Without limiting the generality of the foregoing we have
relied upon the representations of the Trust as to (i) the accuracy and
completeness of (a) the Declaration of Trust, (b) the By-laws of the Trust, and
(c) the Registration Statement; and (ii) the representations of the Trust that
(x) the Resolutions of the Trustees, dated March 22, 2005, (y) the Declaration
of Trust, and (z) the By-laws of the Trust have not been rescinded, modified or
revoked and no proceedings for the amendment, modification, or rescission of any
of such documents are pending or contemplated.
Based upon the assumptions, qualifications, and limitations set forth
herein, and relying upon the statements of fact contained in the documents that
we have examined, we are of the opinion, as of the date hereof, that when the
Registration Statement becomes effective and any conditions for the issuance of
Common Shares have been complied with (including, for example, conversion of
common OP Units into Common Shares, in each case in accordance with the
Partnership Agreement), the Common Shares shall constitute legally issued, fully
paid and nonassessable, and valid and binding obligations of the Trust.
Acadia Realty Trust
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July 18, 2005
In addition to the assumptions set forth above, the opinions set forth
herein are also subject to the following qualifications and limitations:
(a) The opinions expressed in this letter are based upon the assumption
that the Trust will keep the Registration Statement effective.
(b) The opinions expressed in this letter are specifically limited to
the matters set forth in this letter and no other opinions should be inferred
beyond the matters expressly stated herein.
(c) The opinions expressed in this letter are based on the laws of the
jurisdictions referred to in the next paragraph as they may be in effect on the
date hereof and we assume no obligation to supplement this opinion if any
applicable laws change after the date hereof.
The opinions herein expressed are limited in all respects solely to
matters governed by the internal laws of the State of Maryland, and the federal
laws of the United States of America, insofar as each may be applicable. We
express no opinion herein with respect to matters of local, county or municipal
law, or with respect to the laws, regulations, or ordinances of local agencies
within any state. Subject to the foregoing, any reference herein to "law" means
applicable constitutions, statutes, regulations and judicial decisions. To the
extent that this opinion relates to the laws of the State of Maryland, it is
based upon the opinion of members of this firm who are members of the bar of
that State.
This opinion letter is rendered solely to you in connection with the
above referenced matter and may not be relied upon by you for any other purpose
or delivered to, or quoted or relied upon by, any other person without our prior
written consent. This opinion letter is rendered as of the date hereof, and we
assume no obligation to advise you of any facts, circumstances, events or
developments that may be brought to our attention in the future, which facts,
circumstances, events or developments may alter, affect or modify the opinions
or beliefs expressed herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and the prospectus included therein.
Acadia Realty Trust
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July 18, 2005
Very truly yours,
/s/ Berliner, Corcoran & Rowe, L.P.P.