<PAGE> 1
EXHIBIT 5.1
[Sullivan & Cromwell Letterhead]
November 30, 2000
Spieker Properties, Inc.,
2180 Sand Hill Road,
Menlo Park, California 94025.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 763,002 shares (the "Securities") of Common Stock, par value
$.0001 per share, of Spieker Properties, Inc., a Maryland corporation (the
"Company"), and 763,002 related stock purchase rights (the "Rights") to be
issued pursuant to the Stockholder Protection Rights Agreement, dated as of
September 10, 1998 (the "Rights Agreement"), between the Company and The Bank of
New York, as Rights Agent (the "Rights Agent"), we, as your special counsel,
have examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:
(1) When the Registration Statement relating to the Securities and the
Rights (the "Registration Statement") has become effective under the Act, the
terms of the Securities have been duly established in conformity with the
Company's articles of incorporation upon exchange of partnership units in
Spieker Properties, L.P. in accordance with the terms thereof for such
Securities, and the Securities have been duly issued and sold as contemplated by
the Registration Statement, the Securities will be validly issued, fully paid
and nonassessable.
(2) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration Statement
has become effective under the Act and Securities have been validly issued and
sold as contemplated by the Registration Statement, the Rights attributable to
the Securities will be validly issued.
In connection with our opinion set forth in paragraph (2) above, we note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend on the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
this opinion.
The foregoing opinion is limited to the laws of the State of Maryland,
and we are expressing no opinion as to the effect of the laws of any other
jurisdiction. With respect to all matters of Maryland law, we have relied upon
the opinion, dated December 1, 2000, of Piper Marbury Rudnick & Wolfe LLP, and
our opinion is subject to the same assumptions, qualification and limitations
with respect to such matters as are contained in such opinion of Piper Marbury
Rudnick & Wolfe LLP.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under heading "Validity of
Shares" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Sullivan & Cromwell
