CAPITAL AUTOMOTIVE REIT
S-3, EX-5.1, 2001-01-19
REAL ESTATE INVESTMENT TRUSTS
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                                                                     EXHIBIT 5.1

                          [LETTERHEAD OF SHAW PITTMAN]

                                January 19, 2001

Capital Automotive REIT
1420 Spring Hill Road, Suite 525
McLean, Virginia  22102

       Re:    Capital Automotive REIT Registration Statement on Form S-3
              ----------------------------------------------------------

Dear Ladies and Gentlemen:

       We have acted as counsel to Capital Automotive REIT, a Maryland real
estate investment trust (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the offering of up to 1,149,369 common shares
of beneficial interest, par value $.01 per share (the "Shares"), of the Company,
that may be offered and sold from time to time if, and to the extent that,
certain holders of units of limited partnership interest ("Units") in Capital
Automotive L.P., a Delaware limited partnership (the "Partnership"), tender
their Units to the Partnership for redemption and the Company exercises its
contractual right to assume this obligation of the Partnership and decides to
redeem the Units for Shares in accordance with the terms of the Agreement of
Limited Partnership (the "Partnership Agreement"), as amended, restated or
supplemented, of the Partnership.

       For the purposes of this opinion, we have examined copies of the
following documents:

       1.     The Registration Statement;

       2.     The Declaration of Trust of the Company (the "Declaration of
              Trust"), as amended, restated or supplemented, as certified by the
              Maryland State Department of Assessments and Taxation on January
              16, 2001;

       3.     The Bylaws of the Company (the "Bylaws"), as amended, restated or
              supplemented, as of the date hereof;

       4.     The Partnership Agreement, as amended, restated or supplemented,
              as of the date hereof;

       5.     The Resolutions of the Board of Trustees of the Company dated May
              4, 2000 (the "Resolutions");

       6.     A certificate of an officer of the Company dated as of the date
              hereof; and

       7.     Such other documents, corporate records, certificates of public
              officials and other instruments as we have deemed necessary for
              the purposes of rendering this opinion.

       In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.

       In connection with the opinions expressed below, we have assumed that, at
and prior to the time of the sale and delivery of Shares pursuant to the
Registration Statement, (i) the Resolutions have not have been amended, modified
or rescinded, (ii) the Registration Statement has been declared effective and no
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings with respect thereto have been commenced or
threatened, and (iii) there has not occurred any change in law materially
adversely affecting the power of the Company to offer and sell the Shares or the
validity of the Shares. We have also assumed that the offering, sale and
delivery of Shares will not at the time of such offering and sale violate or
conflict with (1) the Decla-

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ration of Trust, as then amended, restated and supplemented, and Bylaws, as then
amended, restated and supplemented, of the Company (or the Partnership
Agreement, as then amended, restated or supplemented, of the Partnership), (2)
any provision of any license, indenture, instrument, mortgage, contract,
document or agreement to which the Company (or the Partnership) is a party or by
which the Company (or the Partnership) is then bound, or (3) any law or
regulation or any decree, judgment or order applicable to the Company (or the
Partnership). We have further assumed that the number of Shares to be offered
and sold pursuant to the Registration Statement will not at the time of such
offering and sale exceed the amount of such class of capital shares authorized
in the Declaration of Trust, as then amended, restated or supplemented, and
unissued (and not otherwise reserved for issuance) at such time.

       Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares, when sold and issued by the Company upon redemption of
the Units pursuant to the Partnership Agreement and as described in the
Registration Statement, will be validly issued, fully paid and nonassessable.

       This opinion is limited to the laws of the United States and the General
Corporation Law of Maryland. Certain members of our firm are members of the Bar
of the State of Maryland (though we do not have an office or practice law in
Maryland) and do not hold ourselves out as being experts in the laws of any
other jurisdiction. Our opinion is rendered only with respect to the laws and
the rules, regulations and orders thereunder that are currently in effect. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion. This opinion has been prepared solely for your use
in connection with the filing of the Registration Statement, and should not be
quoted in whole or in part or otherwise be referred to, nor otherwise be filed
with or furnished to, any governmental agency or other person or entity, without
our express prior written consent.

       We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein under the caption
"Legal Matters."

                                                     Very truly yours,



                                                     /s/ Shaw Pittman
                                                     ---------------------------
                                                     SHAW PITTMAN



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