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EXHIBIT 5.1
December 6, 2000
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523
Ladies and Gentlemen:
You have requested our opinion as Maryland counsel to Inland Real
Estate Corporation, a corporation organized under the laws of Maryland
("Company"), in connection with the offering by the Company to its shareholders
of the 5,000,000 shares of the Company's common stock, $0.01 par value per share
("Shares"), pursuant to the Company's Dividend Reinvestment Program.
We have reviewed the Registration Statement on the Form S-3 (the
"Registration Statement") and the prospectus included therein (the "Prospectus")
relating to the Company's issuance of the Shares, and in connection therewith,
have examined and relied upon the originals or copies of such records,
agreements, documents and other instruments, the Articles of Incorporation of
the Company, as amended, the Bylaws of the Company, as amended, and the minutes
of the meetings of the Board of Directors of the Company to date relating to the
authorization of issuance of the Shares. In such examination, we have assumed,
without independent verification, the genuineness of the signatures (whether
original or photocopy), the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, and the conformity to
authenticate original documents of all documents submitted to us as certified or
photocopies. We have assumed, without independent verification, the accuracy of
the relevant facts stated therein.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that, on the basis of such examination, the Shares
referred to in the Registration Statement, when issued and sold as contemplated
in the Registration Statement, will be legally issued, fully paid and
non-assessable and no personal liability will attach to the ownership of such
Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
The foregoing opinion is being furnished to, and is solely for the
benefit of, the addressee named above and, except with our prior consent, is not
to be used, circulated, quoted, published or otherwise referred to or
disseminated for any other purpose or relied upon by any person or equity other
than said addressee.
Very truly yours,
SHAPIRO SHER & GUINOT
By: /s/ Shapiro Sher & Guinot
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