UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEGIS REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland 13-3916825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue 10022
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Incentive Share Option Plan
(Full title of the plan)
Stuart J. Boesky
President
625 Madison Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 421-5333
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title of securities to be registered Proposed maximum Proposed maximum Amount of
Amount to offering price per aggregate offering registration
be share(1) price(1) fee(1)
registered
- --------------------------------------------------- ------------ ----------------------- --------------------------- --------------
- --------------------------------------------------- ------------ ----------------------- --------------------------- --------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01 par value per share 832,254 $11.5625 $9,622,936.90 $2,838.77
- --------------------------------------------------- ------------ ----------------------- --------------------------- --------------
- --------------------------------------------------- ------------ ----------------------- --------------------------- --------------
</TABLE>
(1) Pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of
1933, as amended (the "Securities Act"), the proposed maximum offering
price per share of such Common Stock is estimated solely for the purpose of
determining the registration fee and is based upon the average of the high
and low prices per share of the Registrant's Common Stock reported on the
American Stock Exchange on June 1, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to each participant who has been granted options ("Options") for
the purchase of shares of common stock, par value $.01 per share (the "Common
Stock"), of Aegis Realty, Inc., a Maryland corporation (the "Registrant"), under
the Aegis Realty, Inc. Incentive Share Option Plan (the "Plan"), and are not
being filed with, or included in, this Registration Statement on Form S-8 (the
"Registration Statement") in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
The documents containing the information specified in this Item will be
sent or given to each Independent Director of the Registrant who has entered
into a Letter Agreement (a "Letter Agreement") with the Registrant pursuant to
which such Independent Director will each be entitled to receive shares of
Common Stock as compensation for his or her service on the Registrant's Board of
Directors, and are not being filed with, or included in, the Registration
Statement in accordance with the rules and regulations of the Commission.
Item 2. Registration Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to employees who have been granted Options under the Plan, and to
each Independent Director who has entered into a Letter Agreement and are not
being filed with, or included in, this Registration Statement in accordance with
the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been heretofore filed with
the Commission by the Registrant, are incorporated by reference in this
Registration Statement:
(b) The Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1998 (File Number 001-13239), as filed with the
Commission on May 15, 1998.
(c) The Registrant's annual report on Form 10-K/A for the
fiscal year ended December 31, 1997 (File Number 001-13239), as filed with the
Commission on April 17, 1998.
(d) The Registrant's current report on Form 8-K, as filed
with the Commission on March 19, 1998.
(e) The Registrant's current Report on Form 8-K, as filed
with the Commission on January 9, 1998.
(f) The description of the Registrant's Common Stock contained
in the Registrant's
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<PAGE>
Form 10 Registration Statement under the caption "Description of Registrant's
Securities to be Registered", as filed with the Commission on August 1, 1997
(File Number 001-13239) pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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 (the "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 charter of the Registrant contains such a provision which
eliminates such liability to the maximum extent permitted by Maryland law.
The Registrant's charter provides that, to the maximum extent
permitted by Maryland law in effect from time to time, the Registrant shall have
the power to obligate itself to indemnify, and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to, (a) any individual
who is a present or former director or officer of the Registrant or (b) any
individual who, while a director of the Registrant and at the request of the
Registrant, serves or has served as a director, officer, partner or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise from and against any claim or liability to which such
individual may become subject or which such individual may incur by reason of
his status as a present or former director or officer of the Registrant. The
Registrant's charter also provides that the Registrant shall have the power,
with the approval of the Board of Directors, to provide such indemnification and
advancement of expenses to an individual who served a predecessor of the
Registrant in any of the capacities described in (a) or (b) above or which was a
partner of any predecessor of the Registrant and to any employee or agent of the
Registrant or a predecessor of the Registrant, including, without limitation, a
Person, as defined in the Registrant's charter, engaged as an advisor to the
Registrant.
The Registrant's Bylaws provide that, to the maximum extent
permitted by Maryland law in effect from time to time, the Registrant shall
indemnify and, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall pay or reimburse reasonable expenses in
-3-
<PAGE>
advance of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Registrant and 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 Registrant and at the request of the
Registrant, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Registrant's Bylaws
also provide that the Registrant may, with the approval of its Board of
Directors, provide such indemnification and advance for expenses to a person who
served a predecessor of the Registrant in any of the capacities described in (a)
or (b) above and to any employee or agent of the Registrant or a predecessor of
the Registrant.
The MGCL requires a corporation (unless its charter provides
otherwise, which the Registrant's 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 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Aegis Realty, Inc. Incentive Share Option Plan (filed as
Exhibit (10W) to the Registrant's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1997 filed on April 17, 1998
and incorporated herein by reference).
4.2 Letter Agreement between the Company and Arthur P. Fisch dated
April 3, 1998.
4.3 Letter Agreement between the Company and Peter T. Allen dated
April 3, 1998.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
the legality of the securities being registered.
-4-
<PAGE>
23.1 Consent of Battle Fowler LLP (included in Exhibit 5.1).
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.2).
23.3 Consent of Deloitte & Touche LLP.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 this 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 this
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 Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than a 20%
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 this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby 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 the 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.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
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<PAGE>
In the event that a claim for indemnification against such liabilities (other
than the payment by 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.
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<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 this 3rd day of
June, 1998.
AEGIS REALTY, INC.
By: /s/ Stuart J. Boesky
--------------------------
Stuart J. Boesky
President
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 date indicated.
<TABLE>
<CAPTION>
- ----------------------------------------------- ------------------------------------ -------------------------------
Name Title Date
- ----------------------------------------------- ------------------------------------ -------------------------------
<S> <C> <C>
/s/ J. Michael Fried Director, Chief Executive Officer June 3, 1998
- ------------------------------------ and Chairman of the Board
J. Michael Fried
- ----------------------------------------------- ------------------------------------ -------------------------------
/s/ Stuart J. Boesky Director, President and Chief June 3, 1998
- ------------------------------------ Operating Officer
Stuart J. Boesky
- ----------------------------------------------- ------------------------------------ -------------------------------
/s/ Alan P. Hirmes Director, Senior Vice President June 3, 1998
- ------------------------------------ and Chief Financial Officer
Alan P. Hirmes
- ----------------------------------------------- ------------------------------------ -------------------------------
/s/ Peter T. Allen Director June 3, 1998
- ------------------------------------
Peter T. Allen
- ----------------------------------------------- ------------------------------------ -------------------------------
/s/ Arthur P. Fisch Director June 3, 1998
- ------------------------------------
Arthur P. Fisch
- ----------------------------------------------- ------------------------------------ -------------------------------
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Aegis Realty, Inc. Incentive Share Option Plan (filed as Exhibit
(10W) to the Registrant's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1997 filed on April 17, 1998 and
incorporated herein by reference).
4.2 Letter Agreement between the Company and Arthur P. Fisch dated
April 3, 1998.
4.3 Letter Agreement between the Company and Peter T. Allen dated
April 3, 1998.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of the securities being registered.
23.1 Consent of Battle Fowler LLP (included in Exhibit 5.1).
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.2).
23.3 Consent of Deloitte & Touche LLP.
678992.1
Exhibit 4.2
AEGIS REALTY, INC.
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
April 3, 1998
Arthur P. Fisch
71 Murray Street
New York, New York 10007
Dear Mr. Fisch:
This letter agreement will confirm that the terms of your compensation as
a member of the Board of Directors of Aegis Realty, Inc., a Maryland corporation
(the "Corporation"), are as follows:
As a Director of the Corporation, you will be entitled to receive
compensation at the rate of $15,000 per year in shares of Common Stock of the
Corporation, up to $5,000 of which may be received in cash at your option. The
value of the shares of Common Stock of the Corporation issued to you will be
based on the fair market value at the date of issuance of such shares. You will
also receive reimbursement of travel and other expenses and other out-of-pocket
disbursements incurred in attending any meetings of the Board of Directors of
the Corporation.
If this letter accurately describes the compensation terms of your
position as a Director of the Corporation, please sign each enclosed original
where indicated below, and return one of the signed originals to my attention.
I look forward to our continuing efforts on behalf of the Corporation.
Sincerely yours,
/s/ Stuart J. Boesky
Stuart J. Boesky
President
Agreed and Acknowledged this
3rd day of April, 1998
/s/ Arthur P. Fisch
Arthur P. Fisch
678992.1
Exhibit 4.3
AEGIS REALTY, INC.
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
April 3, 1998
Peter T. Allen
617 Detroit Street, #100
Ann Arbor, MI 48104
Dear Mr. Allen:
This letter agreement will confirm that the terms of your compensation as
a member of the Board of Directors of Aegis Realty, Inc., a Maryland corporation
(the "Corporation"), are as follows:
As a Director of the Corporation, you will be entitled to receive
compensation at the rate of $15,000 per year in shares of Common Stock of the
Corporation, up to $5,000 of which may be received in cash at your option. The
value of the shares of Common Stock of the Corporation issued to you will be
based on the fair market value at the date of issuance of such shares. You will
also receive reimbursement of travel and other expenses and other out-of-pocket
disbursements incurred in attending any meetings of the Board of Directors of
the Corporation.
If this letter accurately describes the compensation terms of your
position as a Director of the Corporation, please sign each enclosed original
where indicated below, and return one of the signed originals to my attention.
I look forward to our continuing efforts on behalf of the Corporation.
Sincerely yours,
/s/ Stuart J. Boesky
Stuart J. Boesky
President
Agreed and Acknowledged this
3rd day of April, 1998
/s/ Peter T. Allen
Peter T. Allen
Exhibit 5.1
[BATTLE FOWLER LLP LETTERHEAD]
June 3, 1998
Board of Directors
Aegis Realty, Inc.
625 Madison Avenue
New York, New York 10022
Re: Aegis Realty, Inc.
Incentive Share Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Aegis Realty, Inc., a Maryland corporation
(the "Company"), in connection with the preparation of the registration
statement on Form S-8, and any amendments thereto (the "Registration
Statement"), as filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
under the Securities Act of up to 832,254 shares (the "Shares") of the Company's
common stock, par value $0.01 per share, to be issued pursuant to the Aegis
Realty, Inc. Incentive Share Option Plan (the "Plan") and certain Letter
Agreements between the Company and certain of its directors (the "Letter
Agreements"). You have requested that we furnish our opinion as to matters
hereinafter set forth.
In rendering this opinion, we have reviewed and relied upon, among other
things, the opinion of Ballard Spahr Andrews & Ingersoll attached hereto as
Exhibit A, the Registration Statement, the Plan, the Letter Agreements, the
records of the Company, including without limitation, the Company's Articles of
<PAGE>
Amendment and Restatement of Articles of Incorporation, the Company's Bylaws,
and resolutions of the Board of Directors and certificates of its officers and
of public officials as we have deemed necessary for the purpose of the opinion
expressed below.
In addition, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the legal capacity to sign of all individuals executing
such documents, certificates and instruments. As to various questions of fact
material to this opinion, we have relied upon representations or certificates of
officers or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independently checking or verifying the
accuracy of such documents, records and instruments furnished to us by the
Company.
We are not admitted to practice in any jurisdiction but the State of New
York and we do not express any opinion as to the laws of states or jurisdictions
other than the State of New York and the federal laws of the United States. With
respect to the opinion set forth below, which concerns Maryland law, we have
with your permission relied solely, without independent investigation, on the
opinion of Ballard Spahr Andrews & Ingersoll, a copy of which is attached hereto
as Exhibit A, and our opinion on such matters is subject to all the limitations,
qualifications and exceptions noted therein. No opinion is expressed as to the
effect that the laws of any other jurisdictions may have upon the subject matter
of the opinion expressed herein under conflicts of laws principles or otherwise.
Based on and subject to the foregoing, we are of the opinion that the
Shares offered by the Company pursuant to the Registration Statement, when
issued and, if applicable, paid for in accordance with the Plan and the Letter
Agreements, will be duly and validly authorized and issued and will be fully
paid and non-assessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to 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 Securities Act of 1933 or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
<PAGE>
Very truly yours,
/s/ Battle Fowler LLP
Battle Fowler LLP
<PAGE>
EXHIBIT A
[LETTER HEAD FOR BALLARD SPHAR ANDREWS & INGERSOLL, LLP]
FILE NUMBER
866556
June 3, 1998
Board of Directors
Aegis Realty, Inc.
625 Madison Avenue
New York, New York 10022
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Aegis Realty, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of 832,254 shares (the "Shares") of Common
Stock, $.01 par value 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 consist of
(a) 809,754 shares (the "Plan Shares") to be issued by the Company pursuant to
the Company's Incentive Share Option Plan (the "Plan") and (b) 22,500 shares
(the "Director Shares") to be issued to certain independent directors of the
Company pursuant to Letter Agreements (the "Letter Agreements") with such
independent directors. 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, filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "1933 Act");
<PAGE>
Aegis Realty, Inc.
June 3, 1998
Page 2
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 the date hereof by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company, or
a duly authorized committee thereof (the "Resolutions"), relating to (i) the
approval of the Plan and (ii) the issuance and registration of the Shares,
certified as of the date hereof by the Secretary of the Company;
5. A specimen of the certificate representing a share of Common
Stock, certified as of the date hereof by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. The Plan, certified as of the date hereof by the Secretary of the
Company;
8. A form of the Letter Agreements, certified as of the date hereof
by the Secretary of the Company;
9. A certificate executed by the Secretary 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 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)
<PAGE>
Aegis Realty, Inc.
June 3, 1998
Page 3
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 any Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from 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 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 the Charter.
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 Plan Shares have been duly authorized for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor in
accordance with the Resolutions and in the manner described in the Plan, will be
(assuming that the sum of (i) all shares of Common Stock issued as of the date
hereof, (ii) any shares of Common Stock issued between the date hereof and any
date on which the Plan Shares are actually issued (not including the Plan
Shares) and (iii) the Plan Shares will not exceed the total number of shares of
Common Stock that the Company is then authorized to issue) validly issued, fully
paid and nonassessable.
<PAGE>
Aegis Realty, Inc.
June 3, 1998
Page 4
3. The Director Shares have been duly authorized for issuance
pursuant to the Letter Agreements and, when and if issued and delivered against
payment therefor in accordance with the Resolutions, will be (assuming that the
sum of (i) all shares of Common Stock issued as of the date hereof, (ii) any
shares of Common Stock issued between the date hereof and any date on which the
Director Shares are actually issued (not including the Director Shares) and
(iii) the Director Shares will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue) 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
Securities and Exchange 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 Sphar Andrews & Ingersoll, LLP
EXHIBIT 5.2
[LETTER HEAD FOR BALLARD SPHAR ANDREWS & INGERSOLL, LLP]
FILE NUMBER
866556
June 3, 1998
Board of Directors
Aegis Realty, Inc.
625 Madison Avenue
New York, New York 10022
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Aegis Realty, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of 832,254 shares (the "Shares") of Common
Stock, $.01 par value 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 consist of
(a) 809,754 shares (the "Plan Shares") to be issued by the Company pursuant to
the Company's Incentive Share Option Plan (the "Plan") and (b) 22,500 shares
(the "Director Shares") to be issued to certain independent directors of the
Company pursuant to Letter Agreements (the "Letter Agreements") with such
independent directors. 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, filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "1933 Act");
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Aegis Realty, Inc.
June 3, 1998
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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 the date hereof by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company, or
a duly authorized committee thereof (the "Resolutions"), relating to (i) the
approval of the Plan and (ii) the issuance and registration of the Shares,
certified as of the date hereof by the Secretary of the Company;
5. A specimen of the certificate representing a share of Common
Stock, certified as of the date hereof by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. The Plan, certified as of the date hereof by the Secretary of the
Company;
8. A form of the Letter Agreements, certified as of the date hereof
by the Secretary of the Company;
9. A certificate executed by the Secretary 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 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)
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Aegis Realty, Inc.
June 3, 1998
Page 3
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 any Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from 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 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 the Charter.
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 Plan Shares have been duly authorized for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor in
accordance with the Resolutions and in the manner described in the Plan, will be
(assuming that the sum of (i) all shares of Common Stock issued as of the date
hereof, (ii) any shares of Common Stock issued between the date hereof and any
date on which the Plan Shares are actually issued (not including the Plan
Shares) and (iii) the Plan Shares will not exceed the total number of shares of
Common Stock that the Company is then authorized to issue) validly issued, fully
paid and nonassessable.
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June 3, 1998
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3. The Director Shares have been duly authorized for issuance
pursuant to the Letter Agreements and, when and if issued and delivered against
payment therefor in accordance with the Resolutions, will be (assuming that the
sum of (i) all shares of Common Stock issued as of the date hereof, (ii) any
shares of Common Stock issued between the date hereof and any date on which the
Director Shares are actually issued (not including the Director Shares) and
(iii) the Director Shares will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue) 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
Securities and Exchange 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 Sphar Andrews & Ingersoll, LLP
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Aegis Realty, Inc. on Form S-8 of our report dated March 31, 1998 appearing in
the Annual Report on Form 10-K/A of Aegis Realty, Inc. for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
New York, New York
June 3, 1998
