Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 11, 2007
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) 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) |
Ladies and Gentlemen:
We have served as Maryland corporate counsel to the Company in connection with the
registration of the Plan Shares under the Securities Act of 1933, as amended (the Act), by the
Company pursuant to the registration statement on Form S-8 filed or to be filed by the Company with
the Securities and Exchange Commission (the Commission) on or about July 11, 2007 (the
Registration Statement). You have requested our opinion with respect to the matters set forth
below. Capitalized terms used but not defined herein shall have the meanings given to such terms
in the Plan.
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 (hereinafter collectively referred to as the
Documents):
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(i) |
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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 |
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
AMB Property Corporation
July 11, 2007
Page 2
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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; |
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(ii) |
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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); |
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(iii) |
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the Written Organizational Action of the Board of Directors of
the Company, dated as of November 24, 1997 (the Organizational Minutes); |
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(iv) |
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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); |
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(v) |
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the Registration Statement, in substantially the form to be
filed with the Commission pursuant to the Act; |
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(vi) |
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the Plan; |
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(vii) |
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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 |
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
AMB Property Corporation
July 11, 2007
Page 3
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State of Maryland and is duly authorized to transact business in the State
of Maryland; |
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(viii) |
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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 |
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(ix) |
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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. |
Insofar as the opinions and other matters set forth herein constitute, or are based upon,
factual matters, we have relied solely upon the Officers Certificate and our knowledge. The words
our knowledge signify that, in the course of our representation of the Company in matters with
respect to which we have been engaged by the Company as Maryland corporate counsel, no information
has come to our attention that would give us actual knowledge or actual notice of the inaccuracy of
the statement, opinion or other matters so qualified. We have undertaken no independent
investigation or verification of any such statements, opinions or matters. The words our
knowledge and similar language used herein are intended to be limited to the knowledge of the
attorneys within our firm who have represented the Company, as Maryland corporate counsel, in
connection with the Registration Statement.
In reaching the opinion 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 and the Operating Partnership) 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 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 |
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
AMB Property Corporation
July 11, 2007
Page 4
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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 Officers Certificate, are true, correct and complete both when
made and as of the date hereof; |
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(e) |
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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; |
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(f) |
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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; |
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(g) |
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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; |
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(h) |
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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 |
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(i) |
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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 |
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
AMB Property Corporation
July 11, 2007
Page 5
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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. |
Based upon the foregoing, and subject to the assumptions, limitations and qualifications set
forth herein, it is our opinion that:
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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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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. |
The foregoing opinion is limited to the substantive 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 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 Plan Shares. 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 ANDREWS & INGERSOLL, LLP |