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EXHIBIT 5.1
FILE NUMBER
880499
September 15, 2000
Pan Pacific Retail Properties, Inc.
1631-B South Meadow Drive
Vista, California 92083
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have served as Maryland counsel to Pan Pacific Retail
Properties, Inc., a Maryland corporation (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of 12,195,221
shares (the "Shares") of common stock, par value $.01 per share, of the Company,
covered by the above-referenced Registration Statement (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act"). The
Shares are to be issued by the Company pursuant to an Amended and Restated
Agreement and Plan of Merger, dated as of August 21, 2000 (the "Merger
Agreement"), between the Company and Western Properties Trust, a California real
estate investment trust. Capitalized terms used but not defined herein shall
have the meanings given 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 all amendments thereto,
filed with the Securities and Exchange Commission (the "Commission"), pursuant
to the Securities Act of 1933, as amended (the "1933 Act"), in the form in which
they were transmitted to
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Pan Pacific Retail Properties, Inc.
September 15, 2000
Page 2
the Commission for filing under the 1933 Act, certified as of a recent date by
an officer of the Company;
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. Resolutions adopted by the Board of Directors of
the Company relating to the approval of the Merger Agreement and
the merger contemplated thereby (the "Merger") and the issuance
and registration of the Shares, certified as of a recent date by
an officer of the Company;
5. The Merger Agreement, certified as of a recent
date by an officer of the Company;
6. A certificate of the SDAT as to the good standing
of the Company, dated as of a recent date;
7. A certificate executed by an officer of the
Company, dated as of a recent date; and
8. 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 the
following:
1. Each individual executing any of the Documents,
whether on behalf of such individual or another 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.
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Pan Pacific Retail Properties, Inc.
September 15, 2000
Page 3
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 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.
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 have been duly authorized for issuance pursuant
to the Merger Agreement, subject to approval of the Merger by the stockholders
of the Company, and, upon approval of the Merger by the stockholders of the
Company and when and if the Shares are issued and delivered against payment
therefor and otherwise in the manner described in the Resolutions and the Merger
Agreement, the Shares will be (assuming that upon any such 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.
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Pan Pacific Retail Properties, Inc.
September 15, 2000
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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 any federal or state securities
laws, including the securities 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 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 1933 Act.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
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