[Husch & Eppenberger, LLC letterhead]
July 7, 2000
Westfield America, Inc.
11601 Wilshire Boulevard, 12th Floor
Los Angeles, CA 90025
Re: Registration of Common Stock on Form S-3
Ladies and Gentlemen:
We have acted as special Missouri counsel to Westfield America,
Inc., a Missouri corporation (the "Company"), in connection with the filing
of the Registration Statement (as hereinafter defined), registering Seven
Million One Hundred Fourteen Thousand (7,114,000) shares of the Company's
common stock, par value $.01 per share (the "Shares") for issuance to
holders of certain interests (the "Interests") in Valley Fair UTC LLC
("Valley Fair") or certain wholly-owned limited liability subsidiaries of
Valley Fair, companies affiliated with the Company, in exchange for such
Interests.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-3, as filed with the Securities and
Exchange Commission (the "Commission") on the date hereof under the Act
relating to the registration of the Shares under the Act (such Registration
Statement, referred to as the "Registration Statement"); (ii) specimen
certificates representing the Company's common stock; (iii) the Articles of
Incorporation of the Company, as presently in effect, in the form attached
to the Certificate referenced in (vi), below; (iv) the By-Laws of the
Company, as presently in effect, in the form attached to the Certificate
referenced in (vi), below; (v) resolutions of the Executive Committee of
the Board of Directors of the Company dated June 16, 1999 relating to the
issuance and sale of the Shares and related matters, in the form attached
to the Certificate referenced in (vi) below; and (vi) an Officer's
Certificate of the Company, dated as of the date hereof, executed by an
officer of the Company.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein. In our examination, we have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of documents
executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed
the due.Westfield America, Inc. authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of
Missouri, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued in exchange for the Interests, and subsequent
to such issuance, when sold, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the
Registration Statement.
This opinion is furnished by us, as your special counsel, in
connection with the filing of the Registration Statement and, except as
provided in the immediately preceding paragraph, is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied
upon by any other person without our prior written permission.
Very truly yours,
HUSCH & EPPENBERGER, LLC
