Lieben, Dahlk, Whitted, Houghton,
Slowiaczek & Jahn, P.C.
2027 Dodge Street, 100 Scoular Bldg.
Omaha, NE 68102
(402) 344-4000
May 27, 1997
American Asset Advisers Trust, Inc.
8 Greenway Plaza
Suite 824
Houston, TX 77046
In re: Registration Statement on Form S-3;
(SEC File No. 0-71112)
604,952 Shares of Common Stock, $.01
Par Value Per Share
Ladies and Gentlemen:
We are acting as counsel for American Asset Advisers Trust, Inc.,
a Maryland corporation (the "Company"), with respect to the
Registration Statement on Form S-3 (the "Registration Statement"),
Commission File No. 0-71112, in connection with registration under
the Securities Act of 1933, as amended, of up to 604,952 shares
(the "Shares") of Common Stock, $.01 par value per share (the
"Common Stock"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the following
documents (collectively, the "Documents"):
1. The Registration Statement;
2. The charter of the Company, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland
(the "SDAT");
3. The Amended and Restated Bylaws of the Company, as
amended;
American Asset Advisers Trust, Inc.
May 27, 1997
Page 2
4. A certificate as of a recent date of the SDAT as to the
good standing of the Company;
5. Such other documents and matters we have deemed necessary
or appropriate to express the opinion set forth herein, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinion herein we have assumed, and so far
as is known to us there are not facts inconsistent with, the
following:
1. Each of the parties (other than the Company) executing
any of the Documents has duly and validly executed and delivered
each of the Documents to which such party is a signatory, and such
party's obligations set forth therein are legal, valid and binding
and are enforceable in accordance with all stated terms except as
limited (a) by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable
principles;
2. Each individual executing any of the Documents on behalf
of a party (other than the Company) is duly authorized to do so;
3. Each individual executing any of the Documents is legally
competent to do so; and
4. All Documents submitted to us as originals are authentic.
All documents submitted to us as certified or photostatic copies
conform to the original documents. All signatures on all documents
are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All statements and
information contained in the Documents are true and complete.
There are no oral or written modifications of or amendments to the
documents, and there has been no waiver of any of the provisions of
the Documents, by action or conduct of the parties.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have
performed legal services in connection with the issuance of this
opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein it is our opinion
that:
American Asset Advisers Trust, Inc.
May 27, 1997
Page 3
1. The Company is a corporation duly incorporated and
validly existing under and by virtue of the laws of the State of
Maryland and is in good standing with the SDAT.
2. The Shares have been duly authorized and, when sold and
delivered against payment therefor in the manner described in such
authorization will be validly issued, fully paid and nonassessable.
With respect to all matters of Maryland law, we have relied
exclusively on the opinion of Maryland counsel, addressed to us,
dated the date hereof, upon which we are permitted to rely.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to all reference to this firm in the
Registration Statement under the captions "Legal Matters," and
"Experts".
Very truly yours,
/s/
Lieben, Dahlk, Whitted, Houghton
Slowiaczek & Jahn, P.C.
