<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
RE SECURITIES
<PAGE>
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
December 29, 2000
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. 7
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 Partnerships. 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.
<PAGE>
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
