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EXHIBIT 5.1
ROSENMAN & COLIN LLP
_____ __, 2000
Shelbourne Properties II, Inc.
5 Cambridge Center
9th Floor
Cambridge, Massachusetts 02142
Gentlemen:
We have acted as counsel to Shelbourne Properties II, Inc., a Delaware
corporation (the "Company"), in connection with the offer and sale by the
Company of 1,237,916 shares of common stock, par value $.01 per share ("Common
Stock"), of the Company. This opinion is being delivered in connection with the
Company's Registration Statement on Form S-4 (No. 333-30210) (the "Registration
Statement") relating to the registration of the offering and sale of the Shares
under the Securities Act of 1933, as amended. Pursuant to the transactions
contemplated by the Registration Statement, 1,237,916 shares of Common Stock
will be offered to the partners of High Equity Partners L.P. - Series 86 (the
"Partners").
As the basis for the opinion hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purposes of this opinion. In such examination, we have assumed the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Company to the Partners as described in the Registration Statement have
been duly authorized and, upon delivery of such shares, will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
Rosenman & Colin LLP
By:
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A Partner
