Exhibit 5.1
November 10, 2010
AMB Property Corporation
Pier 1, Bay 1
San Francisco, California 94111
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Re: |
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AMB Property Corporation, a Maryland corporation (the
Company) Issuance and sale of up to $175,000,000 aggregate principal
amount of the 4.00% Notes due 2018 (the Debt Securities) of AMB Property,
L.P., a Delaware limited partnership of which the Company is the sole general
partner (the Operating Partnership), together with the Guarantee (as defined
herein) of the Debt Securities by the Company, pursuant to a Registration
Statement on Form S-3 (Registration No. 333-161347) filed with the United
States Securities and Exchange Commission (the Commission), as amended to
date (the Registration Statement) |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration
of the Debt Securities and the Guarantee under the Securities Act of 1933, as amended (the Act),
pursuant to the Registration Statement filed by the Company and the Operating Partnership with the
Commission on or about August 14, 2009. You have requested our opinion with respect to the matters
set forth below.
In our capacity as Maryland corporate counsel to the Company and for the purposes of this
opinion, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (collectively, the Documents):
(i) the corporate charter of the Company (the Charter), represented by Articles of
Incorporation filed with the Maryland State Department of Assessments and Taxation (the
Department) on November 24, 1997 (the Articles of Incorporation), Articles Supplementary filed
with the Department on July 23, 1998 (the July 1998 Articles Supplementary), Articles
Supplementary filed with the Department on November 12, 1998, Articles Supplementary filed with the
Department on November 25, 1998, Certificate of Correction filed with the Department on March 18,
1999, correcting the July 1998 Articles Supplementary, Articles Supplementary filed with the
Department on May 5, 1999, Articles Supplementary filed with the Department on August 31, 1999,
Articles Supplementary filed
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AMB Property Corporation
November 10, 2010
Page 2
with the Department on March 23, 2000, Articles Supplementary filed with the Department on
August 30, 2000, Articles Supplementary filed with the Department on September 1, 2000, Articles
Supplementary filed with the Department on March 21, 2001, Articles Supplementary filed with the
Department on September 24, 2001, Articles Supplementary filed with the Department on December 6,
2001, Articles Supplementary filed with the Department on April 17, 2002, Articles Supplementary
filed with the Department on August 7, 2002, Articles Supplementary filed with the Department on
June 20, 2003, Articles Supplementary filed with the Department on November 24, 2003, Articles
Supplementary filed with the Department on December 8, 2003, Articles Supplementary filed with the
Department on December 12, 2005, Articles Supplementary filed with the Department on February 17,
2006, Articles Supplementary filed with the Department on March 22, 2006, Articles Supplementary
filed with the Department on August 24, 2006, Articles Supplementary filed with the Department on
October 3, 2006, Articles Supplementary filed with the Department on February 22, 2007, Articles
Supplementary filed with the Department on May 15, 2007 and Articles Supplementary filed with the
Department on December 21, 2009;
(ii) the Bylaws of the Company, as adopted as of November 24, 1997 and as amended and restated
pursuant to the First Amended and Restated Bylaws of the Company, on or as of March 5, 1999, the
Second Amended and Restated Bylaws of the Company, on or as of February 27, 2001, the Third Amended
and Restated Bylaws of the Company, on or as of May 15, 2003, the Fourth Amended and Restated
Bylaws of the Company, on or as of August 16, 2004, the Fifth Amended and Restated Bylaws of the
Company, on or as of February 16, 2007, and the Sixth Amended and Restated Bylaws of the Company,
on or as of September 23, 2008 (the Bylaws);
(iii) resolutions adopted, and actions taken, by the Board of Directors of the Company, or a
committee thereof, on or as of November 24, 1997, December 10, 2009 and November 9, 2010
(collectively, the Directors Resolutions);
(iv) the Twelfth Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, dated as of August 25, 2006 (the Partnership Agreement);
(v) the Registration Statement and the related prospectus and form of prospectus supplement,
in substantially the form filed or to be filed with the Commission pursuant to the Act (the
Registration Statement);
(vi) the Indenture dated as of June 30, 1998 (the Base Indenture), by and among the
Operating Partnership, the Company and State Street Bank and Trust Company of California, N.A. (the
Predecessor Trustee), together with a fully executed counterpart of the First Supplemental
Indenture dated as of June 30, 1998 (the First Supplemental Indenture), by and among the
Operating Partnership, the Company and the Predecessor Trustee, the Second Supplemental Indenture
dated as of June 30, 1998 (the Second Supplemental Indenture), by and among the Operating
Partnership, the Company and the Predecessor Trustee, the Third Supplemental Indenture dated as of
June 30, 1998 (the Third Supplemental Indenture), by and among the Operating Partnership, the
Company and the Predecessor Trustee, the Fourth Supplemental Indenture dated as of August 15, 2000
(the
AMB Property Corporation
November 10, 2010
Page 3
Fourth Supplemental Indenture), by and among the Operating Partnership, the Company and the
Predecessor Trustee, the Fifth Supplemental Indenture dated as of May 7, 2002 (the Fifth
Supplemental Indenture), by and among the Operating Partnership, the Company and the Predecessor
Trustee, the Sixth Supplemental Indenture dated as of July 11, 2005 (the Sixth Supplemental
Indenture), by and among the Operating Partnership, the Company and U.S. Bank National
Association, as successor-in-interest to the Predecessor Trustee (the Trustee), the Seventh
Supplemental Indenture dated as of August 10, 2006 (the Seventh Supplemental Indenture), by and
among the Operating Partnership, the Company and the Trustee, the Eighth Supplemental Indenture
dated as of November 20, 2009 (the Eighth Supplemental Indenture), by and among the Operating
Partnership, the Company and the Trustee, the Ninth Supplemental Indenture dated as of November 20,
2009 (the Ninth Supplemental Indenture), by and among the Operating Partnership, the Company and
the Trustee, and the Tenth Supplemental Indenture dated as of August 9, 2010 (the Tenth Supplemental
Indenture), by and among the Operating Partnership, the Company and the Trustee, and the form of
Eleventh Supplemental Indenture expected to be dated on or about November 12, 2010 (the Eleventh
Supplemental Indenture), by and among the Operating Partnership, the Company and the Trustee (the
Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the
Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental
Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh
Supplemental Indenture are hereinafter referred to collectively as the Indenture);
(vii) the form of Guarantee, expected to be dated on or about November 12, 2010, to be made by
the Company with respect to the Debt Securities (the Guarantee);
(viii) the form of global note, expected to be dated on or about November 12, 2010, to be
registered in the name of The Depository Trust Company or its nominee Cede & Co., representing the
Debt Securities (the Global Note);
(ix) a certificate of Tamra D. Browne, Senior Vice President, General Counsel and Secretary of
the Company, and Timothy D. Arndt, Vice President, Finance and Strategy of the Company, dated as of
November 10, 2010 (the Officers Certificate), to the effect that, among other things, the
Charter, the Bylaws and the Directors Resolutions are true, correct and complete and have not been
rescinded or modified and are in full force and effect as of the date of the Officers Certificate,
and certifying as to the manner of adoption or approval of the Directors Resolutions, and the
form, execution and delivery of the Partnership Agreement and the Indenture (other than the
Eleventh Supplemental Indenture), and the form of the Eleventh Supplemental Indenture, the
Guarantee and the Global Note;
(x) a status certificate of the Department, dated as of a recent date, to the effect that the
Company is duly incorporated and existing under the laws of the State of Maryland; and
(xi) such other laws, records, documents, certificates, opinions and instruments as we have
deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications
noted below.
AMB Property Corporation
November 10, 2010
Page 4
In reaching the opinions set forth below, we have assumed the following:
(a) each person executing any of the Documents on behalf of any party (other than the Company)
is duly authorized to do so;
(b) each natural person executing any of the Documents is legally competent to do so;
(c) all of the Documents submitted to us as originals are authentic; the form and content of
any Documents submitted to us as unexecuted drafts do not, and will not, differ in any respect
relevant to this opinion from the form and content of such documents as executed and delivered; any
of the Documents submitted to us as certified, facsimile or photostatic copies conform to the
original document; all signatures on all of the 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 has been no 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;
(d) all certificates submitted to us, including, without limitation, the Officers
Certificate, are true, correct and complete both when made and as of the date hereof;
(e) the actions documented by the Directors Resolutions were taken at duly called meetings of
directors at which a quorum of the incumbent members of the Board of Directors or a committee
thereof, as the case may be, was present and acting throughout, by the affirmative vote of a
majority of the entire Board of Directors, or a committee thereof, as the case may be, or by
unanimous written consent by all incumbent members of the Board of Directors, or a committee
thereof, as the case may be, all in accordance with the Charter and Bylaws and applicable law;
(f) the Indenture will remain in full force and effect for so long as the Debt Securities are
outstanding; and
(g) prior to the issuance of the Debt Securities, each of the Eleventh Supplemental Indenture,
the Guarantee and the Global Note will be duly executed and delivered to the Trustee (as defined in
the Indenture) by one or more Authorized Officers (as defined in the Directors Resolutions) of the
Company, acting in its individual capacity and in its capacity as general partner of the Operating
Partnership, as the case may be, in accordance with the Indenture and the Directors Resolutions.
AMB Property Corporation
November 10, 2010
Page 5
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it
is our opinion that, as of the date of this letter:
1. The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Maryland.
2. The execution, delivery and performance of the Indenture and the Guarantee have been duly
authorized by all necessary corporate action on the part of the Company acting in its individual
capacity and in its capacity as general partner of the Operating Partnership, as the case may be,
and the issuance of the Debt Securities has been duly authorized by all necessary corporate action
on the part of the Company acting in its capacity as general partner of the Operating Partnership.
The foregoing opinion is limited to the corporation 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, or with
respect to the actions required for the Operating Partnership to authorize, execute or deliver, or
perform its obligations under, the Indenture, the Global Note or any other document, instrument or
agreement. To the extent that any matter as to which our opinion is expressed herein would be
governed by any jurisdiction other than the State of Maryland, we do not express any opinion on
such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in
effect and facts and circumstances presently existing and brought to our attention. We assume no
obligation to supplement this opinion letter if any applicable laws change after the date hereof,
or if we become aware of any facts or circumstances that now exist or that occur or arise in the
future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and further
consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Debt Securities. We also
consent to the identification of our firm as Maryland counsel to the Company in the section of the
Registration Statement entitled Legal Matters. 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 Act.
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Very truly yours,
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/s/ Ballard Spahr LLP
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