Attached files
file | filename |
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8-K - FORM 8-K - EQUITY ONE, INC. | g25711e8vk.htm |
EX-3.1 - EX-3.1 - EQUITY ONE, INC. | g25711exv3w1.htm |
EX-3.2 - EX-3.2 - EQUITY ONE, INC. | g25711exv3w2.htm |
EX-10.3 - EX-10.3 - EQUITY ONE, INC. | g25711exv10w3.htm |
EX-10.2 - EX-10.2 - EQUITY ONE, INC. | g25711exv10w2.htm |
EX-12.1 - EX-12.1 - EQUITY ONE, INC. | g25711exv12w1.htm |
EX-10.1 - EX-10.1 - EQUITY ONE, INC. | g25711exv10w1.htm |
EX-99.1 - EX-99.1 - EQUITY ONE, INC. | g25711exv99w1.htm |
Exhibit 5.1
[Letterhead of Venable LLP]
January 5, 2011
Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the
Company), in connection with certain matters of Maryland law arising out of the registration by
the Company of 15,418,443 shares (the Shares) of the Companys common stock, par value $0.01 per
share, covered by the above-referenced Registration Statement (the Registration Statement), filed
by the Company with the U.S. Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act). 11,357,837 Shares (the LLC Shares) are
issuable upon redemption of Class A Shares of EQY-CSC LLC, 10,000 Shares (the Class A Shares) are
issuable upon conversion of the share of Class A Common Stock, par value $0.01 per share, of the
Company, and 4,050,606 Shares (the Note Shares) were issued pursuant to a purchase agreement as
contemplated by the Contribution Agreement, dated May 23, 2010, by and between the selling
stockholders and the Company (the Contribution Agreement).
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (collectively, the Documents):
1. The Registration Statement and all amendments thereto, and the related form of prospectus
included therein, in the form in which it was transmitted to the Commission under the Securities
Act;
2. The Contribution Agreement;
3. The charter of the Company (the Charter), certified by the State Department of
Assessments and Taxation of Maryland (the SDAT);
4. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
Equity One, Inc.
January 5, 2011
Page 2
January 5, 2011
Page 2
6. Resolutions adopted by the Board of Directors of the Company (the Resolutions), relating
to the issuance of the Shares, certified as of the date hereof by an officer of the Company;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
8. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
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 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 the
obligations of each party set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. 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 representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. None of the Shares were or will be issued, sold or transferred in violation of any
restriction or limitation on ownership and transfer set forth in Article VII of the Charter.
6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued
and outstanding will not exceed the total number of shares of Common Stock that the Company is then
authorized to issue under its charter.
Equity One, Inc.
January 5, 2011
Page 3
January 5, 2011
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
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 issuance of the LLC Shares has been duly authorized and, when and if issued and
delivered against payment therefor in accordance with the Resolutions, the Contribution Agreement
and the Registration Statement, the LLC Shares will be validly issued, fully paid and
nonassessable.
3. The issuance of the Class A Shares has been duly authorized and, when and if issued and
delivered against payment therefor in accordance with the Resolutions, the Contribution Agreement
and the Registration Statement, the Class A Shares will be validly issued, fully paid and
nonassessable.
4. The issuance of the Note Shares by the Company has been duly authorized and, the Note
Shares are validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to the applicability or
effect of any federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by the laws of any
jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The
opinion expressed herein is subject to the effect of judicial decisions which may permit the
introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
Equity One, Inc.
January 5, 2011
Page 4
January 5, 2011
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Companys Current Report on Form 8-K relating to the Shares (the Current Report). We hereby
consent to the filing of this opinion as an exhibit to the Current Report to the use of the name of
our firm therein. In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
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/s/ Venable LLP | ||||