Exhibit 5.1
Nixon Peabody LLP
Attorneys at Law
Clinton Square Post Office Box 1051
Rochester, New York 14603-1051
(716) 263-1000
Fax: (716) 263-1600
August 31, 2000
Home Properties of New York, Inc.
850 Clinton Square
Rochester, New York 14604
Ladies and Gentlemen:
We have acted as counsel to Home Properties of New York, Inc.(the
"Company") in connection with the Registration Statement on Form S-3, filed
today, by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and sale of up to
1,868,341 shares, subject to adjustment, of common stock, par value $0.01
per share (the "Common Stock"), which may be issued from time to time to
the "Selling Shareholders" named in the prospectus ("Prospectus") forming a
portion of the Registration Statement. This opinion is being provided to
you in connection with the filing of the Registration Statement.
We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and all such
agreements, certificates of public officials, certificates of officers o
other representatives of the Company, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein, including (i) the
Articles of Amendment and Restatement of the Articles of Incorporation of
the Company, as amended to the date hereof (the "Articles of
Incorporation"), (ii) the Amended and Restated By-Laws of the Company, as
amended to the date hereof (the "By-Laws"), (iii) certified copies of
certain resolutions duly adopted by the Board of Directors of the Company,
and (iv) the Second Amended and Restated Agreement of Limited Partnership,
as amended (the "Partnership Agreement") of Home Properties of New York,
L.P. (the "Operating Partnership").
As to factual matters material to the opinions set forth below we have
relied, without investigation, upon the representations and statements of
the Company in the Registration Statement and in such certificates of
government officials and officers of the Company as we have deemed
necessary for the purposed of the opinions expressed herein. The opinions
stated herein are limited to the federal laws of the United States, the
laws of the State of New York and the General Corporation Law of the State
of Maryland.
Based upon and subject to the conditions and limitations set forth
herein, we are of the opinion that:
When the Registration Statement has become effective under the Act and
the shares of Common Stock have been issued in exchange for Units as
described in the Partnership Agreement, and the certificates representing
such shares of Common Stock are authenticated and delivered, such shares of
Common Stock issued will be duly authorized, validly issued, fully paid and
non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name as it
appears under the caption "Legal Matters" in the Prospectus contained in
such Registration Statement.
Very truly yours,
/s/ Nixon Peabody LLP
