EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
File Number 881426
November 30, 2000
Arden Realty, Inc.
Fourth Floor
11601 Wilshire Boulevard
Los Angeles, California 90025
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have served as Maryland counsel to Arden Realty, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of up to 290,000 shares of Common Stock, par
value $.01 per share, of the Company ("the Shares"), issuable, together with the
Preferred Share Purchase Rights (as hereinafter defined) attached thereto, to
certain shareholders of the Company (the "Selling Stockholders") upon the
exercise of certain stock options exercisable by the Selling Stockholders, and
covered by the above-referenced Registration Statement, and any amendments
thereto (the "Registration Statement"), filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). As used herein, "Preferred Share Purchase Rights"
means the rights to purchase hundredths of a share of the Company's Series A
Junior Participating Preferred Shares, issued as a dividend to the holders of
Common Stock, the terms of which are set forth in a Rights Agreement, dated as
of August 14, 1998, as amended, between the Company and The Bank of New York, as
Rights Agent. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned 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 the related form of prospectus
included therein in the form in which it was transmitted to the Securities and
Exchange Commission (the "Commission") under the 1933 Act;
2. The charter of the Company (the "Charter"), 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 a recent date by an
officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
5. A certificate executed by an officer of the Company, dated as of a
recent date; and
6. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
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Arden Realty, Inc.
Page 2
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or any other 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.
4. Any Documents submitted to us as originals are authentic. The form
and content of the Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. 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 representations, warranties, 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 Article VII of the Charter, entitled "Restrictions on
Ownership and Transfer to Preserve Tax Benefit."
6. The Shares will be issued from time to time in accordance with the
terms and conditions of a stock option plan or plans (the "Plans") which have
been duly approved by the Board of Directors of the Company, or a duly
authorized committee thereof.
7. The form of certificates representing the Shares will conform in all
respects to the requirements of Maryland law.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. Upon the issuance of the Shares in accordance with the applicable
Plans and the due execution, countersignature and delivery of certificates
representing the Shares, the Shares will be (assuming that, upon issuance, the
total number of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is then authorized
to issue under the Charter) duly authorized and, when and if delivered against
payment therefor in accordance with the applicable Plans, will be 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 the securities (or "blue sky") laws
or the real estate syndication 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.
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
(except Latham & Watkins, counsel to the Company, in connection with its opinion
issued on the date hereof with respect to the Registration Statement) without,
in each instance, our prior written consent.
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Arden Realty, Inc.
Page 3
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 in the section
entitled "Legal Matters" in the Registration Statement. 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
