Exhibit 5.1
June 16, 2000
Kramont Realty Trust
Plymouth Plaza
580 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Kramont Realty Trust, a Maryland
real estate investment trust (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of 1,245,000 common
shares of beneficial interest, $.01 par value per share, of the Company (the
"Shares") covered by the above-referenced Registration Statement (the
"Registration Statement"), filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). Up to 1,000,000 of the Shares are to be issued by
the Company pursuant to the Company's 2000 Incentive Plan (the "Incentive
Plan"), up to 150,000 of the Shares are to be issued by the Company pursuant
to the Company's Executive Stock Option Plan (the "Executive Plan") and up to
95,000 of the Shares are to be issued by the Company pursuant to the Drexel
Realty, Inc. 1997 Stock Option Plan (the "1997 Plan" and, together with the
Incentive Plan and the Executive Plan, the "Plans"). 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"):
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June 16, 2000
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1. The Registration Statement, filed with the Commission pursuant to
the 1933 Act;
2. The Declaration of Trust of the Company, 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 a recent date by an
officer of the Company;
4. Resolutions adopted by the Board of Trustees of the Company (the
"Board") relating to the adoption or assumption of the Plans and the
registration of the Shares, certified as of a recent date by an officer of
the Company;
5. A certificate of the SDAT as of a recent date as to the good
standing of the Company;
6. A certificate executed by an officer of the Company, dated as of a
recent date;
7. A copy of each of the Plans, certified as of a recent date by an
officer of the Company; and
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed 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) executing any of the
Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory,
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June 16, 2000
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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 the form and content of 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 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.
6. The number of Shares to be issued under the Incentive Plan will not
exceed 1,000,000 in the aggregate; the number of Shares with respect to which
options or stock appreciation rights may be granted under the Incentive Plan
to any individual employee in any fiscal year of the Company will not exceed
100,000; and the annual limitation set forth in Section 8.5 of the Incentive
Plan will not be exceeded.
7. The number of shares of common stock of CV Reit, Inc previously
issued, and the number of Shares to be issued by the Company, under the 1997
Plan will not exceed 400,000 in the aggregate; the Committee (as defined in
the 1997 Plan) has not terminated the options pursuant to Section 4.2(d) of
the 1997 Plan or terminated the 1997 Plan pursuant to Article IX thereof; and
the Alternative Option (as defined in the 1997 Plan) meets the criteria set
forth in Section 8.1(b) of the 1997 Plan.
8. The number of shares of common stock of CV Reit, Inc previously
issued, and the number of Shares to be issued by the Company, under the
Executive Plan will not exceed 150,000 in the aggregate; and the Committee
(as defined in the Executive Plan) has not terminated the options pursuant to
Section 4.3(d) of the Executive Plan or terminated the Executive Plan
pursuant to Article X thereof.
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June 16, 2000
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Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in
good standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant to the
Plans and, when and if issued and delivered against payment therefor in the
manner described in the Plans, the Registration Statement and the Resolutions
(assuming that upon any such issuance (i) the total number of the Company's
Common Shares of Beneficial Interest issued and outstanding will not exceed
the total number of Common Shares of Beneficial Interest that the Company is
then authorized to issue under the Declaration of Trust, and (ii) the total
number of shares of beneficial interest of the Company issued and outstanding
will not exceed the total number of shares of beneficial interest that the
Company is then authorized to issue under the Declaration of Trust), the
Shares will be 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.
The opinion expressed herein is subject to the effect of judicial decisions
which may permit the introduction of parol evidence to modify the terms on
the interpretation of agreements. 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 the Company solely for submission to
the 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
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June 16, 2000
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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 Spahr Andrews & Ingersoll, LLP
