Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR LLP]
__________, 2011
AMB Property Corporation
Pier 1, Bay 1
San Francisco, California 94111
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AMB Property Corporation, a Maryland corporation (the “Company”) —
Registration Statement on Form S-4, as amended |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration
of the following securities under the Securities Act of 1933, as amended (the “Act”), pursuant to
the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange
Commission (the “Commission”) on or about March 11, 2011, as amended by Amendment No. 1 to the
Registration Statement on Form S-4 filed or to be filed by the Company with the Commission on or
about April 12, 2011 (the “Registration Statement”): (A) up to 276,823,465 shares (the “New
Common Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company
consisting of: (i) shares of Common Stock (the “Merger Shares”) issuable in respect of outstanding
ProLogis Common Shares; (ii) shares of Common Stock (the “Plan Shares”) issuable in respect of
ProLogis Common Shares issuable upon exercise or settlement of outstanding equity-based awards
under the ProLogis Share Plans (the “Plans”); (iii) shares of Common Stock (the “Partnership Unit
Shares”) issuable in respect of ProLogis Common Shares issuable upon redemption or exchange of
outstanding ProLogis Partnership Units of the ProLogis Partnerships (the “Units”); and (iv) shares
of Common Stock (the “Convertible Debt Shares”) issuable in respect of ProLogis Common Shares
issuable upon conversion or exchange of the convertible debt of ProLogis (the “Convertible Debt”),
in each case as contemplated by and in accordance with the terms and conditions of the Merger
Agreement (as defined herein); and (B) 2,000,000 shares (the “Series Q Preferred Shares”) of Series
Q Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series Q Preferred Stock”), of
the Company, 5,000,000 shares (the “Series R Preferred Shares”) of Series R Cumulative Redeemable
Preferred Stock, par value $0.01 per share (“Series R Preferred Stock”), of the Company, and
5,000,000 shares (the “Series S Preferred Shares” and together with the Series Q Preferred Shares
and the Series R Preferred Shares, collectively, the “New Preferred Shares”; and the New Preferred
Shares together with the New Common Shares, the “Shares”) of Series S Cumulative Redeemable
Preferred Stock, par value $0.01 per share (“Series S Preferred Stock”), of the Company, which are
issuable in respect of certain issued and outstanding preferred shares of beneficial interest of
ProLogis (the “ProLogis Preferred Shares”), as contemplated by and in accordance with the terms and
conditions of the Merger
BALLARD SPAHR LLP
AMB Property Corporation
__________, 2011
Page 2
Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Merger Agreement. 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”):
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(i) |
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the corporate charter of the Company represented by Articles
of Incorporation filed with the Maryland State Department of Assessments and
Taxation (the “Department”) on November 24, 1997, and the articles
supplementary, articles of amendment and other charter documents filed with,
and accepted for record by, the Department subsequent to November 24, 1997
through the date hereof (collectively, the “Charter”); |
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(ii) |
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the Bylaws of the Company, as adopted as of November 24,
1997, as amended and restated through the date hereof (the “Bylaws”); |
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(iii) |
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certain resolutions adopted, and actions taken, by the Board
of Directors of the Company, or a committee thereof (collectively, the
“Directors’ Resolutions”); |
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(iv) |
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the Agreement and Plan of Merger, dated as of January 30,
2011, by and among the Company, AMB Property, L.P., a Delaware limited
partnership of which the Company is the sole general partner, ProLogis, a
Maryland real estate investment trust, and the other parties thereto (the
“Merger Agreement”); |
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(v) |
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the Registration Statement and the related form of joint
proxy statement/prospectus included therein, in substantially the form filed
or to be filed with the Commission pursuant to the Act; |
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(vi) |
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a certificate of Tamra D. Browne, Senior Vice President,
General Counsel and Secretary of the Company, dated as of a recent date (the
“Officer’s Certificate”), to the effect that, among other things, the Charter,
the Bylaws, the Directors’ Resolutions and the Merger Agreement 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 Officer’s Certificate, and certifying
as to the manner of adoption or approval of the Directors’ Resolutions and the
execution and delivery of the Merger Agreement; |
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(vii) |
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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 |
BALLARD SPAHR LLP
AMB Property Corporation
__________, 2011
Page 3
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(viii) |
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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. |
In reaching the opinions set forth below, we have assumed the following:
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(a) |
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each person executing any of the Documents on behalf of any
party (other than the Company) is duly authorized to do so; |
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(b) |
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each natural person executing any of the Documents is legally
competent to do so; |
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(c) |
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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; |
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(d) |
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all certificates submitted to us, including, without
limitation, the Officer’s Certificate, are true, correct and complete both
when made and as of the date hereof; |
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(e) |
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all representations and warranties of the Company and all
representations and warranties of ProLogis made in, or pursuant to, the Merger
Agreement (other than representations and warranties of the Company as to
legal matters on which opinions are rendered herein) are true and correct; |
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(f) |
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the Merger Agreement has been duly authorized, executed and
delivered and is the legal, valid and binding obligation of the parties
thereto and is enforceable in accordance with its terms, and the mergers and
related actions and transactions contemplated by the Merger Agreement,
including, without limitation, the ProLogis Merger, the Topco Merger, the
Contribution and the Issuance (collectively, the “Merger”), will be
consummated in the manner described in the Merger Agreement and the
Registration Statement and the ProLogis Merger and Topco Merger will become effective
following the requisite votes of the shareholders of the Company and ProLogis; and, accordingly, without limiting the generality of
the foregoing, (A) immediately prior to the ProLogis Effective Time, the
issued and outstanding ProLogis Common Shares and the issued and outstanding
ProLogis Preferred Shares, as described in the Merger Agreement and |
BALLARD SPAHR LLP
AMB Property Corporation
__________, 2011
Page 5
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subsequent to the date hereof will not exceed the number of shares of
Common Stock, Series Q Preferred Stock, Series R Preferred Stock and Series
S Preferred Stock, respectively, authorized in the Charter, less the number
of shares of Common Stock, Series Q Preferred Stock, Series R Preferred
Stock and Series S Preferred Stock, respectively, issued and outstanding
and/or authorized and reserved for issuance but not yet issued or
outstanding on the date subsequent to the date hereof on which any of the
New Common Shares, Series Q Preferred Shares, Series R Preferred Shares and
Series S Preferred Shares are issued and delivered. |
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:
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1. |
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The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Maryland. |
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2. |
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When issued and delivered by the Company at the Topco
Effective Time in accordance with, and in exchange for the consideration as
provided in, the Merger Agreement, the Merger Shares will have been duly
authorized for issuance by all necessary corporate action on the part of the
Company, and the Merger Shares will be validly issued, fully paid and
non-assessable. |
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3. |
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When issued and delivered by the Company at the Topco
Effective Time following completion of the Corporate Proceedings and in
accordance with, and in exchange for the consideration as provided in, the
Merger Agreement, the New Preferred Shares will have been duly authorized for
issuance by all necessary corporate action on the part of the Company, and the
New Preferred Shares will be validly issued, fully paid and non-assessable. |
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4. |
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When issued and delivered by the Company upon the exercise
of, or otherwise in respect of, options or other awards granted under the
Plans assumed by the Company in the Merger, and when the consideration for the
issuance and delivery of the Plan Shares has been received in full by the
Company, all in accordance with the Plans as so assumed and the terms and
conditions of or applicable to any grant or award made thereunder, the Plan
Shares will have been duly authorized for issuance by all necessary corporate
action on the part of the Company, and the Plan Shares will be validly issued,
fully paid and non-assessable. |
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5. |
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When issued and delivered by the Company in exchange for the
Units and in accordance with the terms and conditions of or applicable to such
Units, the Partnership Unit Shares will have been duly authorized for issuance
by all necessary corporate action on the part of the |