Re: | AMB Property Corporation, a Maryland corporation (the Company) Registration Statement on Form S-8 pertaining to up to 7,500,000 shares (the Plan Shares) of common stock, par value $0.01 per share (the Common Stock), of the Company authorized for issuance pursuant to the Amended and Restated 2002 Stock Option and Incentive Plan (the Plan) of the Company and AMB Property, L.P. (the Operating Partnership) |
(i) | the charter of the Company (the Charter), consisting of Articles of Incorporation filed with the Maryland State Department of Assessments and Taxation (the Department) on November 24, 1997, 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 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 and Articles Supplementary filed with the Department on May 15, 2007; | |||
(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, and the Fifth Amended and Restated Bylaws of the Company, on or as of February 16, 2007 (the Bylaws); | ||
(iii) | the Written Organizational Action of the Board of Directors of the Company, dated as of November 24, 1997 (the Organizational Minutes); | ||
(iv) | resolutions adopted, and actions taken, by the Board of Directors of the Company (the Board of Directors) on or as of February 16, 2007 with respect to the issuance of the Plan Shares (the Directors Resolutions); | ||
(v) | the Registration Statement, in substantially the form to be filed with the Commission pursuant to the Act; | ||
(vi) | the Plan; | ||
(vii) | the status certificate of the Department dated July 11, 2007 to the effect that the Company is duly incorporated and existing under the laws of the |
State of Maryland and is duly authorized to transact business in the State of Maryland; | |||
(viii) | a Certificate of Officer of the Company, dated as of July 11, 2007, executed by Tamra D. Browne, Senior Vice President, General Counsel and Secretary of the Company (the Officers Certificate), to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors Resolutions and the Plan are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers Certificate and certifying as to the approval of the Plan by the stockholders of the Company by the requisite vote at the annual meeting of stockholders held on May 10, 2007; and | ||
(ix) | such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. |
(a) | each person executing any of the Documents on behalf of any party (other than the Company and the Operating Partnership) 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 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 resolutions adopted and to be adopted, and the actions taken and to be taken, by the Board of Directors or a duly authorized committee thereof, including, but not limited to, the adoption of all resolutions and the taking of all action necessary to authorize the issuance of the Plan Shares in accordance with the Plan and any grant or award made thereunder, have occurred or will occur, as the case may be, upon the requisite vote of the members of the Board of Directors or a duly authorized committee thereof at duly called meetings at which a quorum of the incumbent directors of the Company or members of such committee was or is, as the case may be, present and acting throughout, or by unanimous written consent of all incumbent directors or members of such committee, all in accordance with the Charter and Bylaws of the Company and applicable law; | ||
(f) | none of the terms of any of the Plan Shares, or any agreements related thereto, to be established subsequent to the date hereof, nor the issuance and delivery of any such Plan Shares or agreements, will violate any applicable law or will conflict with, or result in a breach or violation of, the Charter or Bylaws of the Company, or any instrument or agreement to which the Company is a party or by which the Company is bound or any order or decree of any court, administrative or governmental body having jurisdiction over the Company; | ||
(g) | the form of certificate or other instrument or document representing the Plan Shares will conform in all respects to the requirements applicable under Maryland law; | ||
(h) | the Plan Shares have not been, and will not be, issued or sold in violation of any restriction or limitation on ownership and transfer contained in the Charter; and the Plan Shares have not been, and will not be, issued or sold to an Interested Stockholder of the Company or any Affiliate thereof, as each such term is defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law; and | ||
(i) | upon each issuance of any of the Plan Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company |
issued and outstanding, after giving effect to such issuance of such Plan Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter. |
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 Plan Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company upon the exercise of Options granted under the Plan, as awards of Restricted Stock, Performance Awards, or Deferred Stock, or upon the exercise of, or as, a Stock Payment, or in respect of Dividend Equivalents or Stock Appreciation Rights; and if, as and when such Plan Shares are issued and delivered, upon the exercise of Options granted under the Plan, as awards of Restricted Stock, Performance Awards, or Deferred Stock, or upon the exercise of, or as, a Stock Payment, or in respect of Dividend Equivalents or Stock Appreciation Rights, duly authorized by the Board of Directors or a properly appointed committee thereof to which the Board of Directors has delegated the requisite power and authority, and the consideration for the issuance and delivery of such Plan Shares, as determined by the Board of Directors or a duly authorized committee thereof, has been received in full by the Company, all in accordance with the Plan and the terms and conditions applicable to any grant or award made thereunder, such Plan Shares will be validly issued, fully paid and non-assessable. |
Very truly yours, | ||
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP |