[MAYER, BROWN & PLATT LETTERHEAD]
September 27, 2000
Exhibit 5.1
ProLogis Trust
14100 East 35th Place
Aurora, Colorado 80011
Re: Registration Statement on Form S-8
2000 Share Option Plan for Outside Trustees
Ladies and Gentlemen:
We have acted as counsel to ProLogis Trust, a Maryland real estate
investment trust ("ProLogis"), in connection with the proceedings (the
"Proceedings") taken and to be taken relating to the registration by
ProLogis of an aggregate of 400,000 common shares of beneficial interest,
$.01 par value per share (the "Shares"), with the Securities and Exchange
Commission (the "SEC") in connection with ProLogis's 2000 Share Option Plan
for Outside Trustees (the "Plan"). We have also participated in the
preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration
Statement") relating to the Shares.
As counsel to ProLogis, we have examined originals or copies
certified to our satisfaction of ProLogis's Amended and Restated
Declaration of Trust and Bylaws, resolution of the Board of Trustees and
such other ProLogis records, instruments, certificates and documents and
such questions of law as we considered necessary or appropriate to enable
us to express this opinion. As to certain facts material to our opinion, we
have relied, to the extent we deem such reliance proper, upon certificates
of public officials and officers of ProLogis. In rendering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic
original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that,
upon completion of the Proceedings, the Shares will have been validly
issued and delivered in accordance with the Proceedings and the Plan, the
Shares will be validly issued, fully paid and nonassessable.
Our opinion relating to the nonassessability of the Common Shares
does not pertain to the potential liability of shareholders of the Trust
for debts of the Trust. Section 5-350(a) of the Maryland Courts and
Judicial Proceedings Code provides that "a shareholder . . . of a real
estate investment trust . . . is not personally liable for the obligations
of the real estate investment trust." The Trust's Amended and Restated
Declaration of Trust provides that no shareholder shall be personally
liable in connection with the Trust's property or the affairs of the Trust.
The Declaration of Trust further provides that the Trust shall indemnify
and hold harmless shareholders against all claims and liabilities and
related reasonable expenses to which they become subject by virtue of their
status as current or former shareholders. In addition, we have been advised
that the Trust, as a matter of practice, inserts a clause in its business,
management and other contracts which provides that shareholders shall not
be personally liable thereunder. Accordingly, no personal liability should
attach to the Trust's shareholders for contract claims under any contract
containing such a clause where adequate notice is given. However, with
respect to tort claims,
<PAGE>
contract claims where shareholder liability is not so negated, claims for
taxes and certain statutory liability, the shareholders may, in some
jurisdictions, including Colorado, the state in which the Trust's principal
executive office is located, be personally liable for such claims and
liabilities.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
