EXHIBIT 5.1
Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 Austin Dallas Houston New Orleans www.lockeliddell.com
November 21, 2000
Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Weingarten Realty Investors, a Texas real
estate investment trust (the "Company"), in connection with the Company's
Registration Statement on Form S-3 ("Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), and the sale of 51,250 of the
Company's common shares of beneficial interest (the "Securities") by the selling
shareholder named in the Registration Statement pursuant to the Registration
Statement.
In this capacity, we have examined the Company's Restated Declaration of
Trust, as amended, and bylaws, the proceedings of the Board of Trust Managers of
the Company relating to the sale and registration of the Securities and such
other statutes, certificates, instruments and documents relating to the Company
and matters of law as we have deemed necessary to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Securities have
been duly authorized and are validly issued, fully paid and nonassessable.
The opinion expressed herein is as of the date hereof and is based on the
assumptions set forth herein and the laws and regulations currently in effect,
and we do not undertake and hereby disclaim any obligations to advise you of any
change with respect to any matter set forth herein. To the extent that the
opinion set forth herein is governed by laws other than the federal laws of the
United States, our opinion is based solely upon our review of the Texas Real
Estate Investment Trust Act and upon certificates from public officials or
governmental offices of such state. We express no opinion as to any matter
other than as expressly set forth herein, and no opinion is to, or may, be
inferred or implied herefrom.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Legal Matters"
in the Prospectus contained therein. In giving our consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Gina E. Betts
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