As filed with the Securities and Exchange Commission on June 11, 1999
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WELLSFORD REAL PROPERTIES, INC.
(Exact name of issuer as specified in its charter)
Maryland 13-3926898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
535 Madison Avenue, 26th Floor
New York, New York 10022
(212) 838-3400
(Address, including zip code and telephone number of principal executive
offices)
Wellsford Real Properties, Inc. Rollover Stock Option Plan
Wellsford Real Properties, Inc. 1997 Management Incentive Plan
Wellsford Real Properties, Inc. 1998 Management Incentive Plan
(Full title of the Plans)
_________________________
Edward Lowenthal
Chief Executive Officer
Wellsford Real Properties, Inc.
535 Madison Avenue, 26th Floor
New York, New York 10022
(Name, address, including zip code, of agent for service)
(212) 838-3400
(Telephone number, including area code,
of agent for service)
_________________________
Copies to:
Alan S. Pearce, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Approximate date of proposed sale to public:
From time to time after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Title of Proposed
Each Maximum Proposed
Class of Offering Maximum Amount
Securities Amount Price Aggregate of
to be to be Per Offering Registration
Registered Registered(1)(2) Share(3) Price Fee
- ---------------------------------------------------------------------------
Common Stock,
par value $.01
per share(4) 1,326,235 $10.128(7) $13,432,752.59 $3,734.31
- ---------------------------------------------------------------------------
Common Stock,
par value $.01
per share(5) 1,750,000 $13.708(8) $23,990,336.56 $6,669.31
- ---------------------------------------------------------------------------
Common Stock,
par value $.01
per share(6) 2,000,000 $11.38(9) $22,760,485.00 $6,327.42
---------- ---------- ----------
- ---------------------------------------------------------------------------
(1) The maximum number of shares as to which options or awards may be
granted under the employee benefit plans referred to above.
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Stock issuable under the terms of the
Plans to prevent dissolution resulting from any future stock split,
stock dividend or similar transaction.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Represents the numbers of shares of Common Stock issuable under
Wellsford's Rollover Stock Option Plan.
(5) Represents the numbers of shares of Common Stock issuable under
Wellsford's 1997 Management Incentive Plan.
(6) Represents the numbers of shares of Common Stock issuable under
Wellsford's 1998 Management Incentive Plan.
(7) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. Accordingly, the Proposed Maximum Offering Price per share of
the Common Stock offered hereunder pursuant to the Wellsford Rollover
Stock Option Plan is a weighted average price based on 1,326,235
shares of Common Stock reserved for issuance under such plan that are
subject to options already granted and outstanding as of June 10,
1999, at an average weighted exercise price of $10.128 per share.
(8) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. Accordingly, the Proposed Maximum Offering Price per share of
the Common Stock offered hereunder pursuant to the Wellsford 1997
Management Incentive Plan is a weighted average price based on (i)
23,625 shares of Common Stock reserved for issuance under such plan
that are not currently subject to outstanding stock options, at a
price per share of $9.5625, which is the average of the highest and
lowest prices per share reported on the American Stock Exchange on
June 10, 1999 and (ii) the exercise price of 1,726,375 shares of
Common Stock reserved for issuance under such plan that are subject to
options already granted and outstanding as of June 10, 1999.
(9) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. Accordingly, the Proposed Maximum Offering Price per share of
the Common Stock offered hereunder pursuant to the Wellsford 1998
Management Incentive Plan is a weighted average price based on (i)
1,348,000 shares of Common Stock reserved for issuance under such plan
that are not currently subject to outstanding stock options, at a
price per share of $9.5625, which is the average of the highest and
lowest prices per share reported on the American Stock Exchange on
June 10, 1999 and (ii) the exercise price of 652,000 shares of Common
Stock reserved for issuance under such plan that are subject to
options already granted and outstanding as of June 10, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with the provisions of Rule
428 under the Securities Act and the introductory note to Part I of Form S-
8. The documents containing the information specified in Part I will be
delivered to the participants in the plan covered by this registration
statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "SEC") allows
Wellsford Real Properties, Inc. (the "Company") to "incorporate by
reference" the information the Company files with the SEC, which means that
the Company can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important
part of this registration statement, and information that the Company files
later with the SEC will automatically update and supersede this
information. The Company incorporates by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold.
1 The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the SEC on March 31, 1999.
2. The Company's Quarterly Report on Form 10-Q, filed with the
SEC on May 14, 1999;
3 The Company's Current Report on Form 8-K, filed with the SEC
on May 10, 1999;
4 The Company's Annual Proxy Statement, filed on Definitive
Schedule 14A with the SEC on April 23, 1999; and
5. The description of the Company's Common Stock, par value
$.01 per share (the "Common Stock") contained in the Company's Registration
Statement on Form 10 (File No. 001-12917) filed with the SEC on April 23,
1997, and the documents incorporated therein by reference, as amended by
Amendment No. 1 on Form 10/A, filed with the SEC on May 21, 1997, and
Amendment No. 2 on Form 10/A filed with the SEC on May 28, 1997.
You may request a copy of any filings referred to above
(excluding exhibits), at no cost, by contacting the Company at the
following address:
Edward Lowenthal
Chief Executive Officer
Wellsford Real Properties, Inc.
535 Madison Avenue, 26th Floor
New York, New York 10022
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of
its directors and officers to the corporation and its stockholders for
money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to
the cause of action. The Company's Articles of Amendment and Restatement,
filed on May 30, 1997 with the Maryland State Department of Assessments and
Taxation (the "SDAT"), as supplemented by two separate Articles
Supplementary filed on May 30, 1997 with the SDAT (the "Wellsford
Charter"), contains such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
The Wellsford Charter authorizes the Company, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer or (b) any
individual who, while a director of the Company, and at the request of the
Company, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan, limited
liability company or any other enterprise as a director, officer, partner,
trustee, manager or member of such corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan, limited
liability company or other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his status as a present or former director or officer of
the Company. The Bylaws of the Company ("Bylaws") obligate it, to the
maximum extent permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer who is made a
party to the proceeding by reason of his service in that capacity or
(b) any individual who, while a director of the Company and at the request
of the Company, serves or has served another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan,
limited liability company or any other enterprise as a director, officer,
partner, trustee, manager or member of such corporation, real estate
investment trust partnership, joint venture, trust, employee benefit plan,
limited liability company or other enterprise and who is made a party to
the proceeding by reason of his service in that capacity. The Wellsford
Charter and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of
the capacities described above and to any employee or agent of the Company
or a predecessor of the Company.
The MGCL requires a corporation (unless its charter provides
otherwise, which the Wellsford Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense
of any proceeding to which he is made a party by reason of his service in
that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that
(a) the act or omission of the director or officer was material to the
matter giving rise to the proceeding and (i) was committed in bad faith or
(ii) was the result of active and deliberate dishonesty, (b) the director
or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or
omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal
benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits
a corporation to advance reasonable expenses to a director or officer upon
the corporation's receipt of (a) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation as authorized by the
Bylaws and (b) a written undertaking by him or on his behalf to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met.
The Company maintains a standard policy of officers' and
directors' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-11 (File No. 333-
32445) filed with the SEC on July 30, 1997).
4.2 Articles Supplementary Classifying 335,000 Shares of
Common Stock as Class A Common Stock (incorporated by
reference to Exhibit 3.2 to the Registration Statement
on Form S-11 (File No. 333-32445) filed with the SEC on
July 30, 1997).
4.3 Articles supplementary Classifying 2,000,000 Shares of
Common Stock as Series A % Convertible Redeemable
Preferred Stock (incorporated by reference to Exhibit
3.3 to the Registration Statement on Form S-11 (File
No. 333-32445) filed with the SEC on July 30, 1997).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.4
to the Registration Statement on Form S-11 (File No. 333-32445)
filed with the SEC on July 30, 1997).
4.5 Specimen certificate for Common Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form 10/A
Amendment No. 2 (File No. 001-12917) filed with the SEC on May
28, 1997).
4.6 Specimen certificate for Class A Common Stock (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-
11 (File No. 333-32445) filed with the SEC on July 30, 1997).
4.7 Specimen certificate for Series A 8% Convertible Redeemable
Preferred Stock (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-11 (File No. 333-32445) filed
with the SEC on July 30, 1997).
4.8 Wellsford Real Properties, Inc. Rollover Plan (incorporated by
reference to Exhibit 10.30 to the Registration Statement on Form
10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on
May 21, 1997).
4.9 Wellsford Real Properties, Inc. 1997 Management
Incentive Plan (incorporated by reference to Exhibit
10.29 to the Registration Statement on Form 10/A
Amendment No. 1 (File No. 001-12917) filed with the SEC
on May 21, 1997).
4.10 Wellsford Real Properties, Inc. 1998 Management
Incentive Plan (incorporated by reference to Exhibit
10.81 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 (File No. 001-12917)
filed with the SEC on March 31, 1998).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of the shares of Common Stock being registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more
than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 11th day of June, 1999.
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Jeffrey H. Lynford
-------------------------------
Jeffrey H. Lynford
Chairman of the Board, Secretary and Director
SIGNATURES/ POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Jeffrey H. Lynford and
Edward Lowenthal and each and any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jeffrey H. Lynford Chairman of the Board, June 11, 1999
- ----------------------------- Secretary and Director
Jeffrey H. Lynford
/s/ Edward Lowenthal President, Chief Executive June 11, 1999
- ----------------------------- Officer and Director
Edward Lowenthal (Principal Executive Officer)
/s/ Gregory F. Hughes Chief Financial Officer June 11, 1999
- ----------------------------- (Principal Financial and
Gregory F. Hughes Accounting Officer)
/s/ Rodney F. Du Bois Vice Chairman of the Board, June 11, 1999
- ----------------------------- Chief Operating Officer and
Rodney F. Du Bois Director
/s/ Richard S. Frary Director June 11, 1999
- -----------------------------
Richard S. Frary
/s/ Frank J. Hoenemeyer Director June 11, 1999
- -----------------------------
Frank J. Hoenemeyer
/s/ Frank J. Sixt Director June 11, 1999
- -----------------------------
Frank J. Sixt
/s/ Douglas Crocker II Director June 11, 1999
- -----------------------------
Douglas Crocker II
/s/ Mark S. Germain Director June 11, 1999
- -----------------------------
Mark S. Germain
EXHIBIT INDEX
Exhibit
Number Exhibit
- ---------- ---------
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-11 (File No. 333-32445)
filed with the SEC on July 30, 1997).
4.2 Articles Supplementary Classifying 335,000 Shares of Common
Stock as Class A Common Stock (incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form S-11 (File
No. 333-32445) filed with the SEC on July 30, 1997).
4.3 Articles supplementary Classifying 2,000,000 Shares of
Common Stock as Series A % Convertible Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.3 to the
Registration Statement on Form S-11 (File No. 333-32445)
filed with the SEC on July 30, 1997).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.4
to the Registration Statement on Form S-11 (File No. 333-32445)
filed with the SEC on July 30, 1997).
4.5 Specimen certificate for Common Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form 10/A
Amendment No. 2 (File No. 001-12917) filed with the SEC on May
28, 1997).
4.6 Specimen certificate for Class A Common Stock (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-
11 (File No. 333-32445) filed with the SEC on July 30, 1997).
4.7 Specimen certificate for Series A 8% Convertible Redeemable
Preferred Stock (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-11 (File No. 333-32445) filed
with the SEC on July 30, 1997).
4.8 Wellsford Real Properties, Inc. Rollover Plan (incorporated by
reference to Exhibit 10.30 to the Registration Statement on Form
10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on
May 21, 1997).
4.9 Wellsford Real Properties, Inc. 1997 Management Incentive
Plan (incorporated by reference to Exhibit 10.29 to the
Registration Statement on Form 10/A Amendment No. 1 (File
No. 001-12917) filed with the SEC on May 21, 1997).
4.10 Wellsford Real Properties, Inc. 1998 Management Incentive
Plan (incorporated by reference to Exhibit 10.81 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 001-12917) filed with the SEC on
March 31, 1998).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of the shares of Common Stock being registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
June 11, 1999
Wellsford Real Properties, Inc.
535 Madison Avenue, 26th Floor
New York, New York 10022
Re: Wellsford Real Properties, Inc.
------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Wellsford Real Properties,
Inc., a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of 5,076,235 shares
(the "Shares") of the common stock, $.01 par value per share of the Company
(the "Common Stock"), consisting of (i) 1,326,235 shares of Common Stock to
be issued from time to time under the Company's Rollover Stock Option Plan
(the "Rollover Plan"), (ii) 1,750,000 shares of the Common Stock to be
issued from time to time under the Company's 1997 Management Incentive Plan
(the "1997 Incentive Plan") and (iii) 2,000,000 shares of Common Stock to
be issued from time to time under the Company's 1998 Management Incentive
Plan (the "1998 Incentive Plan" and together with the Rollover Plan and the
1997 Incentive Plan, collectively, the "Plans") pursuant to a Registration
Statement on Form S-8, and all amendments thereto (the "Registration
Statement"), to be filed by the Company under the Securities Act of 1933,
as amended (the "1933 Act"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned to them in the
Registration Statement.
In connection with out 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 charter of the Company (the "Charter"), certified as of
a recent date by the State Department of Assessments and Taxation of
Maryland (the "SDAT");
2. The Bylaws of the Company, certified as of the date hereof
by an officer of the Company;
3. Resolutions adopted by the Board of Directors, or a duly
authorized committee thereof, of the Company relating to (i) the adoption
of each of the Plans and (ii) the registration and issuance of the Shares
under the Plans (the "Resolutions"), certified as of the date hereof by an
officer of the Company;
4. The Rollover Plan;
5. The 1997 Incentive Plan;
6. The 1998 Incentive Plan;
7. The form of certificate representing a share of Common
Stock, certified as of the date hereof by an officer of the Company;
8. A certificate of the SDAT, as of a recent date, as to the
good standing of the Company;
9. A certificate executed by Edward Lowenthal, the President
and Chief Executive Officer of the Company, dated the date hereof; and
10. Such other documents and matters as we have deemed necessary
or appropriate to express the opinion set forth in this letter, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and
so far as is known to us there are no facts inconsistent with, 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 and are enforceable in
accordance with all stated terms.
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 Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and
complete. All 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 transferred in violation of any
restriction or limitation contained in the Charter.
6. All certificates representing the Shares will contain any
legend required by the Charter.
7. The Company will be in good standing with the SDAT at the
date on which any of the Shares are actually issued.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion.
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. The Shares to be issued pursuant to the Plans have been duly
authorized for issuance and, when and if issued and delivered against
payment therefor and otherwise in the manner described in the Resolutions,
the applicable Plan and the Registration Statement, 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) 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 the applicability or effect of any
federal or state securities laws, including the securities laws of the
State of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State
of Maryland, we do not express any opinion on such matter.
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 solely for your benefit.
Accordingly, it may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity (other than Robinson Silverman
Pearce Aronsohn & Berman LLP, counsel to the Company) without, in each
instance, our prior written consent.
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 therein.
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 1993 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Wellsford Real Properties, Inc.
Rollover Stock Plan, Wellsford Real Properties, Inc. 1997 Management
Incentive Plan and the Wellsford Real Properties, Inc. 1998 Management
Incentive Plan of Wellsford Real Properties, Inc. (the "Company") for the
registration of 1,326,235, 1,750,000 and 2,000,000, respectively, shares of
common stock and to the incorporation by reference therein of our report
dated February 12, 1999, with respect to the consolidated financial
statements and schedules of the Company included in its Annual Report (Form
10-K) for each of the three years in the period ended December 31, 1998
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP.
New York, New York
June 11, 1999
