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EXHIBIT 5.1
OPINION OF COUNSEL
RE SECURITIES
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GREENE RADOVSKY MALONEY & SHARE LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FOUR EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111-4106
TELEPHONE: (415) 981-1400
FACSIMILE: (415) 777-4961
January 19, 2001
ICON Capital Corp.
111 Church Street
White Plains, NY 10601
Ladies and Gentlemen:
We have acted as counsel to ICON Capital Corp., a Connecticut
corporation ("ICON"), in connection with the offering of Units (as hereinafter
defined) in ICON Income Fund Eight B L.P., a Delaware limited partnership ("ICON
Eight B"), which has been formed as a Delaware limited partnership. ICON Eight B
is hereinafter referred to as the "Partnership".
We have participated in the preparation of Post-Effective Amendment No.
8 to the Registration Statement on Form S-1 (such Registration Statement, as
amended, being referred to as the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), to be filed with the Securities
and Exchange Commission (the "Commission") on or about the date hereof covering
the issuance of up to an aggregate of 75,000 units (the "Units") of limited
partnership interests in the Partnership. We have examined (i) the Certificate
of Limited Partnership of ICON Eight B as amended to date, (ii) the Agreement of
Limited Partnership of ICON Eight B dated as of May 28, 1998 (the "ICON Eight B
Partnership Agreement") as amended to date, (iii) the Prospectus constituting
part of the Registration Statement (the "Prospectus"), and such other documents
pertaining to the Partnership as we have deemed necessary or appropriate for
purposes of rendering this opinion. In such examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, and assuming that sales of the
Units will be made in accordance with the terms and conditions stated in the
Registration Statement and the ICON Eight B Partnership Agreement, we are of the
opinion that each of the Units to be issued pursuant to the ICON Eight B
Partnership Agreement will be duly authorized and, when issued and paid for as
described in the Prospectus, will be fully paid and non-assessable.
We consent to the filing of this opinion 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 under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours
GREENE RADOVSKY MALONEY & SHARE LLP
