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EXHIBIT 5.1
FORM OF OPINION
[DATE]
Security Capital Group Incorporated
125 Lincoln Avenue, Suite 300
Santa Fe, NM 87501
Re: Registration Statement on Form S-4
(Registration No. 333- )
Ladies and Gentlemen:
I am Senior Vice President and Secretary and general counsel of Security
Capital Group Incorporated, a Maryland corporation (the "Company"). This
opinion is being rendered in connection with the registration under the
Securities Act of 1933, as amended, of shares of Class B Common Stock of the
Company to be issued pursuant to the Transaction Agreement, dated as of
September 26, 2000, among the Company, SC Realty, a Nevada corporation, and
Security Capital US Realty, a Luxembourg company (the "Transaction Agreement"),
and as set forth in the registration statement on Form S-4 (the "Registration
Statement") relating to the Class B Common Stock.
I have supervised the actions taken by the Board of Directors of the Company
in connection with the authorization and issuance of the shares of Class B
Common Stock and have examined, among other things, (i) the Company's Articles
of Incorporation, as amended and supplemented through the date hereof, (ii) the
Company's Bylaws, (iii) resolutions of the Board of Directors of the Company
relating to the Transaction Agreement and the authorization of the issuance of
the shares of Class B Common Stock, (iv) the Registration Statement, and (v)
the Transaction Agreement.
I have also examined originals, or copies certified or otherwise
authenticated to my satisfaction, of all such corporate records, agreements and
other instruments of the Company, certificates and orders of public officials,
and other documents as I have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
Based on and in reliance upon the foregoing, and subject to the further
qualifications, assumptions and limitations hereinafter set forth, I am of the
opinion that the shares of Class B Common Stock, when issued and delivered in
accordance with the terms of the Transaction Agreement and in the manner
described in the Registration Statement, will be validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters."
I am licensed to practice law in the state of California and my opinion is
limited to the laws of such state, the corporate laws of the state of Maryland,
and the federal laws of the United States of America.
Very truly yours,
JAK/kh
