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EXHIBIT 5.1
[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD]
FILE NUMBER
880499
December 5, 2000
Pan Pacific Retail Properties, Inc.
1631-B South Melrose Drive
Vista, California 92083
Re: Registration Statement on Form S-8
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 up to 1,786,695 shares (the
"Shares") of common stock, par value $.01 per share, of the Company ("Common
Stock"), 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 the 2000
Stock Incentive Plan of Pan Pacific Retail Properties, Inc., as amended (the
"Plan"). 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 1933
Act;
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Pan Pacific Retail Properties, Inc.
December 5, 2000
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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 amendment of the Plan and the issuance and registration of the
Shares, certified as of a recent date by an officer of the Company;
5. The Plan, 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 the Secretary 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 below, 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.
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
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Pan Pacific Retail Properties, Inc.
December 5, 2000
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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 amendment to the Plan, dated September 28, 2000, was approved by
the stockholders of the Company by the affirmative vote of a majority of the
votes cast at a duly called stockholders meeting at which the holders of a
majority of the outstanding shares of the Common Stock cast a vote on the
proposal.
6. The Shares will not be issued in violation of Article VIII of the
Charter, entitled "Restriction on Transfer and Ownership of Shares," and the
certificates for the Shares will bear the legend required by Article VIII,
Section 8.10 of the Charter.
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
Plan and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Resolutions and the Plan, 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.
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
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Pan Pacific Retail Properties, Inc.
December 5, 2000
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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,
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
