September 9, 2008 |
Re: | AMB Property Corporation, a Maryland corporation (the Company) |
(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) | certain resolutions adopted and actions taken by the Board of Directors of the Company (the Board of Directors), or a duly authorized committee thereof, on or before the date hereof and relating to the issuance of the Shares, certified as of a recent date by an officer of the Company (collectively, the Directors Resolutions); | ||
(v) | the Registration Statement and the related prospectus included therein, and the related form of prospectus supplement, in substantially the form filed or to be filed with the Commission pursuant to the Act; |
(vi) | the Twelfth Amended and Restated Agreement of Limited Partnership of AMB Property, L.P., dated as of August 25, 2006 (the OP Partnership Agreement); | ||
(vii) | the Fourteenth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P., dated as of February 22, 2007, as amended by the First Amendment to Fourteenth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P., dated as of January 1, 2008 (the Sub-OP Partnership Agreement); | ||
(viii) | 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 is duly authorized to transact business in the State of Maryland; | ||
(ix) | a Certificate of Officer of the Company, dated as of September 9, 2008, 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, the OP Partnership Agreement and the Sub-OP Partnership Agreement 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 | ||
(x) | 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) 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 the actions taken, by the Board of Directors or a duly authorized committee thereof, as the case may be, including, but not limited to, the adoption of all resolutions and the taking of all action necessary to authorize the issuance of the Shares, have occurred upon the requisite vote of the members of the Board of Directors, or of such committee, as the case may be, at a duly called meeting at which a quorum of the incumbent directors of the Company, or members of such committee, as the case may be, was present and acting throughout, or by the unanimous written consent of all incumbent directors of the Company, or members of such committee, as the case may be, all in accordance with the Charter and Bylaws of the Company and applicable law; | ||
(f) | the OP Units and the Performance Units have been, and are, duly authorized and validly issued by the Operating Partnership, and the Sub-OP Units have been, and are, duly authorized and validly issued by the Sub-Operating Partnership; | ||
(g) | neither the Units nor the Shares have been, or will be, issued or sold in violation of any restriction or limitation on ownership and transfer contained in the Charter; and neither the Units nor the Shares have been, or will 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 |
(h) | upon the issuance of the Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding on the date subsequent to the date hereof on which the Shares are issued, after giving effect to such issuance of such 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 OP Unit Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such OP Unit Shares are issued and delivered by the Company to the OP Unit Selling Stockholders in exchange for OP Units or Performance Units of the Operating Partnership, as applicable, upon and subject to the terms and conditions set forth in the OP Partnership Agreement and the Directors Resolutions, such OP Unit Shares will be duly authorized, validly issued, fully paid and non-assessable. | ||
3. | The Sub-OP Unit Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such Sub-OP Unit Shares are issued and delivered by the Company to the Sub-OP Unit Selling Stockholders in exchange for Sub-OP Units of the Sub-Operating Partnership, upon and subject to the terms and conditions set forth in the Sub-OP Partnership Agreement and the Directors Resolutions, such Sub-OP Unit Shares will be duly authorized, validly issued, fully paid and non-assessable. |
Very truly yours, |
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/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP | ||||