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[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
EXHIBIT 5.2
December 1, 2000
SPIEKER PROPERTIES, INC.
2180 Sand Hill Road, Suite 200
Menlo Park, California 94025
Ladies and Gentlemen:
We have acted as special Maryland counsel to Spieker Properties, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), on a Registration Statement
of the Company on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") of 763,002 shares (the
"Shares") of Common Stock, par value $.0001 per share, of the Company (the
"Common Stock") and 763,002 rights to purchase preferred stock attached
thereto (the "Rights"). Each Right entitles the holder thereof to purchase,
under certain circumstances, one one-hundredth (1/100) of a share of
Participating Preferred Stock, par value $.0001 per share, of the Company. This
opinion is being provided at your request in connection with the filing of the
Registration Statement.
The Shares (plus such additional shares as may be issued pursuant to
certain antidilution provisions) and the Rights may have been or may be issued
by the Company from time to time in exchange for up to 763,002 limited
partnership units (the "OP Units") of Spieker Properties, L.P., a California
limited partnership (the "Operating Partnership"), tendered for exchange and
subsequently offered for sale from time to time by certain stockholders.
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of (a) the
Registration Statement, (b) the Charter and By-Laws of the Company, (c) the
Agreement of Limited Partnership of
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SPIEKER PROPERTIES, INC.
December 1, 2000
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the Operating Partnership, as amended to date (the "Partnership Agreement"), (d)
the Stockholder Protection Rights Agreement (the "Rights Agreement") dated as of
September 10, 1998, between the Company and The Bank of New York as Rights
Agent, (e) the Rights Distribution Agreement dated as of September 10, 1998
between the Company and the Operating Partnership, (f) the proceedings of the
Board of Directors of the Company or a committee thereof relating to the
authorization and issuance of the Shares and the Rights, (g) a Certificate of
the Secretary of the Company (the "Certificate"), and (h) 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.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution and delivery by such parties of such documents
and the validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion which we did not independently
establish or verify, we have relied solely upon the Certificate.
Based upon the foregoing, having regard for such legal considerations as
we deem relevant, and limited in all respects to applicable Maryland law, we are
of the opinion and advise you that:
(1) The Shares to be issued in exchange for OP Units tendered
for exchange have been duly authorized and, upon exchange of such OP
Units in accordance with the terms of the Partnership Agreement and
issuance and delivery of stock certificates representing the Shares,
will be validly issued, fully paid, and non-assessable.
(2) Upon issuance in accordance with the terms of the Rights
Agreement, the Rights will be validly issued.
In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the
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SPIEKER PROPERTIES, INC.
December 1, 2000
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State of Maryland. We assume that the issuance of the Shares will not cause the
Company to issue shares of Common Stock in excess of the number of shares of
such class authorized by the Company's Charter and that the issuance of the
Shares and the Rights will not violate the Ownership Limit (as defined in
Article Ninth of the Charter of the Company). This opinion concerns only the
effect of the laws (exclusive of the securities or "blue sky" laws and the
principles of conflict of laws) of the State of Maryland as currently in effect.
We assume no obligation to supplement this opinion if any applicable laws change
after the date hereof or if any facts or circumstances come to our attention
after the date hereof that might change this opinion. This opinion is limited to
the matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
JJW/em
