EXHIBIT 5.2
Published on April 24, 2002
EXHIBIT 5.2
BOSTON Latham & Watkins NEW YORK
BRUSSELS ATTORNEYS AT LAW NORTHERN VIRGINIA
CHICAGO www.lw.com ORANGE COUNTY
FRANKFURT PARIS
HAMBURG ---------------- SAN DIEGO
HONG KONG SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.
April 24, 2002
AMB Property Corporation
AMB Property, L.P.
Pier 1, Bay 1
San Francisco, California 94111
Re: $400,000,000 Aggregate Offering Price of Medium-Term Notes
of AMB Property, L.P.
Ladies and Gentlemen:
In connection with the registration of $400,000,000 aggregate principal
amount of Medium-Term Notes (the "Securities") by AMB Property, L.P., a Delaware
limited partnership (the "Operating Partnership"), and the guarantees of the
Securities (the "Guarantees") by AMB Property Corporation, a Maryland
corporation (the "Guarantor"), under the Securities Act of 1933, as amended (the
"Act"), on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on April 24, 2002 (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below. The
Securities will be issued under that certain Indenture dated as of June 30, 1998
among the Operating Partnership, the Guarantor and State Street Bank and Trust
Company of California, N.A., as trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of June 30, 1998, the Second Supplemental
Indenture dated as of June 30, 1998, the Third Supplemental Indenture dated as
of June 30, 1998 and the Fourth Supplemental Indenture dated as of August 15,
2000, and as will be further supplemented by the Fifth Supplemental Indenture in
connection with the issuance of the Securities (the "Indenture").
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Operating Partnership and the Guarantor in connection with the
authorization and issuance of the Securities and the Guarantees, respectively,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
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505 Montgomery Street, Suite 1900 o San Francisco, California 94111-2562
TELEPHONE: (415) 391-0600 o FAX: (415) 395-8095
Latham & Watkins
April 24, 2002
Page 2
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:
1. Assuming due authorization, execution and delivery of the Indenture by
the Operating Partnership and due authorization of the Securities by all
necessary partnership action of the Operating Partnership, when the remaining
terms of the Securities are determined by the Operating Partnership, and when
the Securities are executed, authenticated and delivered in accordance with the
terms of the Indenture upon payment therefor, the Securities will constitute
legally valid and binding obligations of the Operating Partnership, enforceable
against the Operating Partnership in accordance with their terms.
2. Assuming due authorization, execution and delivery of the Indenture by
the Operating Partnership and the Guarantor, due authorization of the Securities
by all necessary partnership action of the Operating Partnership and due
authorization of the Guarantees by all necessary corporate action of the
Guarantor, when the remaining terms of the Securities are determined by the
Operating Partnership, and when the Securities and the Guarantees are executed
in accordance with the terms of the Indenture, and upon due execution,
authentication and delivery of the Securities in accordance with the terms of
the Indenture upon payment therefor, the Guarantees will constitute the legally
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 relating to the enforceability
of the Securities and the Guarantees, respectively, are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors and (ii)
the effect of general principles of equity, whether enforcement is considered in
a proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought.
We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Guarantor under the Indenture and the Securities or the Guarantor under the
Indenture or the Guarantee of Section 548 of the United States Bankruptcy Code
or applicable state law (including, without limitation, Article 10 of the New
York Debtor and Creditor Law) relating to preferences and fraudulent transfers
and obligations.
We assume for purposes of this opinion that (i) the Operating Partnership
is a limited partnership duly formed, validly existing and in good standing
under the laws of the State
Latham & Watkins
April 24, 2002
Page 3
of Delaware, with full power and authority to execute, deliver and perform its
obligations under the Securities and the Indenture, and (ii) the Guarantor is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Maryland, with full power and authority to execute, deliver
and perform its obligations under the Guarantees and the Indenture.
To the extent that the obligations of the Operating Partnership and the
Guarantor under the Indenture may be dependent upon such matters, we assume for
purposes of this opinion that the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; that
the Trustee is duly qualified to engage in the activities contemplated by the
Indenture; that the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the legally valid, binding and enforceable
obligation of the Trustee enforceable against the Trustee in accordance with its
terms; that the Trustee is in compliance, generally and with respect to acting
as a trustee under the Indenture, with all applicable laws and regulations; and
that the Trustee has the requisite organizational and legal power and authority
to perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins