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EXHIBIT 5.2
[GORDON & SILVER, LTD. LETTERHEAD]
November 28, 2000
Transcontinental Realty Investors, Inc.
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
Re: REGISTRATION STATEMENT ON FORM S-8 - ORIGINAL ISSUANCE OF UP
TO 140,000 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
PURSUANT TO THE DIRECTOR STOCK OPTION PLAN OF TRANSCONTINENTAL
REALTY INVESTORS, INC.
Ladies and Gentlemen:
We have acted as special Nevada counsel to Transcontinental Realty
Investors, Inc., a Nevada corporation (the "Company"), for the purpose of
issuing this letter in connection with the proposed issuance and sale by the
Company of up to 140,000 shares (subject to adjustment as provided in the
Registration Statement (as defined below)) of the Company's Common Stock, $0.01
par value per share (the "Shares"). The Shares are to be offered and sold under
the Company's Director Stock Option Plan (the "Plan") pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"), to be filed
with the U.S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act").
This letter is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by
the Commission.
For the purpose of rendering our opinion set forth herein, we have
examined and relied on (i) a draft of the Registration Statement anticipated to
be filed with the Commission; (ii) the Plan as adopted by the Board of Directors
of the Company on April 13, 2000, and approved by the Stockholders of the
Company on October 10, 2000; (iii) Articles of Incorporation of the Company as
filed with the Nevada Secretary of State on December 20, 1991, together with all
amendments, articles of merger and certificates, designation or correction filed
with respect thereto; (iv) Bylaws of the Company, certified currently to be in
full force and effect; (v) Unanimous Written Consent of the Board of Directors
of the Company in lieu of its organizational meeting dated December 23, 1991;
(vi) Minutes of the Meeting of the Board of Directors of the Company dated June
1, 2000, adopting the Plan; (vii) Minutes of the Annual Meeting of the
Stockholders of the Company dated October 10, 2000 approving the Plan; (viii)
Unanimous Written Consent in lieu of a meeting dated October 10, 2000,
authorizing the
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[GORDON & SILVER, LTD. LETTERHEAD]
Transcontinental Realty Investors, Inc.
November 28, 2000
Page 2
preparation and filing of the Registration Statement; (ix) Certificate of the
Secretary of the Company dated November 17, 2000; and (x) such records and other
documents of the Company as we considered appropriate.
We have assumed (A) the authenticity of any and all documents submitted
to us as originals; (B) the genuineness of all signatures on documents submitted
to us; (C) the legal capacity of natural persons executing all relevant
documents; (D) the accuracy and completeness of all corporate records provided
to us by the Company; (E) the veracity as of the date of this letter of the
certificates, records, documents and other instruments furnished to us by the
Company, even though they may have been signed or issued on an earlier date
(although, with your permission, we have not independently verified the
statements made therein nor have we investigated the basis for the
representations contained therein); (F) the conformity to the originals of all
documents submitted to us as copies; (G) the Company will receive the full
amount and type of consideration (as specified in the Plan and each applicable
option agreement) for each of the Shares or will have received the consideration
based upon issuance of the Shares pursuant to the applicable option agreement;
(H) that such consideration will be in cash, personal property or services
already performed; (I) that such consideration will equal or exceed the par
value of the Shares; (J) that appropriate certificates evidencing the Shares
will be properly executed upon each issuance and that each grant of an option
pursuant to the Plan will be duly authorized; and (K) no changes in applicable
law between the date of this letter and the date of the events which are the
subject of this letter.
Based on our review and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that the Shares have been
duly authorized and if, as and when the Shares are issued in accordance with the
Registration Statement and the Plan upon due exercise of the options thereunder,
the Shares will be legally issued, fully paid and non-assessable.
We are licensed to practice law in the State of Nevada and the opinion
set forth herein is expressly limited to the laws of the State of Nevada. No
opinion is given or implied regarding federal law or the laws of any
jurisdiction other than the State of Nevada as currently in effect.
This letter is being delivered to the Company in connection with the
filing of the Registration Statement with the Commission and may also be relied
upon by Prager, Metzger & Kroemer PLLC for purposes of the issuance of its
opinion in connection with the filing of the Registration Statement with the
Commission, and may not be used or relied upon for any other purpose.
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[GORDON & SILVER, LTD. LETTERHEAD]
Transcontinental Realty Investors, Inc.
November 28, 2000
Page 3
We consent to the filing of this letter as Exhibit 5.2 to the
Registration Statement and to the reference to this firm, if any, in the
prospectus which is part of the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Act, the rules and regulations of the
Commission promulgated thereunder, or Item 509 of Regulation S-K.
Our opinion herein is rendered as of the date of this letter and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may come to our attention and which may alter,
affect or modify such opinion. Our opinion is expressly limited to the matters
set forth above and we render no opinion, whether by implication or otherwise,
as to any other matters relating to the Company or the Shares.
Very truly yours,
/s/ Gordon & Silver, Ltd.
GORDON & SILVER, LTD.
