<PAGE> 1
EXHIBIT 5.1
LOCKE LIDDELL & SAPP LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
214-740-8000 (Telephone)
214-740-8800 (Facsimile)
Writer's Direct No.: 214/740-8743
e-mail: [email protected]
November ____, 2000
U.S. Restaurant Properties, Inc.
12240 Inwood Road
Suite 200
Dallas, Texas 75244
Dear Ladies and Gentlemen:
We have acted as counsel to U.S. Restaurant Properties, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
registration statement on Form S-3 (as the same may be amended or supplemented
from time to time, the "Registration Statement"), including the prospectus
included therein at the time the Registration Statement is declared effective
(the "Prospectus"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), for
offering by the selling stockholder named therein (the "Selling Stockholder") of
up to ____________ shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"). This opinion is being provided at your request in
connection with the filing of the Registration Statement.
In rendering the opinion expressed herein, we have examined the
Registration Statement, the Company's Amended and Restated Articles of
Incorporation (the "Charter") and Bylaws and certain minutes of corporate
proceedings and/or written consents of the Company's Board of Directors. We have
also examined and relied as to factual matters upon the representations,
warranties and other statements contained in originals or copies, certified or
otherwise identified to our satisfaction, of such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
We assume that (i) prior to the issuance of any shares of Common Stock
there will exist, under the Charter, the requisite number of authorized but
unissued shares of Common Stock and (ii) appropriate certificates representing
shares of Common Stock will be executed and delivered
<PAGE> 2
U.S. Restaurant Properties, Inc.
November ____, 2000
Page 2
upon issuance and sale of any such shares, and will comply with all applicable
requirements of Maryland law.
Based on the foregoing, and such examination of law as we have deemed
necessary, we are of the opinion that when the Registration Statement has become
effective under the Act and the shares of Common Stock have been offered in the
manner contemplated by the Registration Statement and the Prospectus such shares
of Common Stock issued thereby will be duly authorized, validly issued, fully
paid and non-assessable by the Company.
The opinions stated herein relating to the validity and binding nature
of obligations of the Company are subject to (i) the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) the effect of general principals of equity
(regardless of whether considered in a proceeding in equity or at law).
The opinions expressed herein are as of the date hereof and are based
on the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligations to advise
you of any change with respect to any matter set forth herein. To the extent
that the opinion set forth herein is governed by laws other than the federal
laws of the United States, our opinion is based solely upon our review of the
General Corporation Law of the State of Maryland and upon certificates from
public officials or governmental offices of such state. We express no opinion as
to any matter other than as expressly set forth herein, and no opinion is to, or
may, be inferred or implied herefrom.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Legal Matters"
in the Prospectus contained therein. In giving our consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Sincerely,
LOCKE LIDDELL & SAPP LLP
