Exhibit 5.2
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505 Montgomery Street, Suite 2000 |
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San Francisco, California 94111-2562 |
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Tel: (415) 391-0600 Fax: (415) 395-8095 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Brussels
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New York |
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Chicago
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Northern Virginia |
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Frankfurt
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Orange County |
June 21, 2006
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Hamburg
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Paris |
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Hong Kong
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San Diego |
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London
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San Francisco |
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Los Angeles
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Shanghai |
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Milan
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Silicon Valley |
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Moscow
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Singapore |
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Munich
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Tokyo |
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New Jersey
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Washington, D.C. |
AMB Property, L.P.
AMB Property Corporation
Pier 1, Bay 1
San Francisco, CA 94111
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Re:
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Registration Statement on Form S-3; $500,000,000 Aggregate Offering Price
of Debt Securities of AMB Property, L.P. |
Ladies and Gentlemen:
We have acted as special counsel to AMB Property, L.P., a Delaware limited partnership (the
“Company”), and AMB Property Corporation, a Maryland corporation (the “Guarantor”), in connection
with the issuance by the Company of up to $500,000,000 aggregate offering price of one or more
series of senior, senior subordinated or subordinated debt securities (the “Debt Securities”) and
the guarantees of the Debt Securities (the “Guarantees”, and together with the Debt Securities, the
“Securities”) by the Guarantor, under the Indenture dated as of June 30, 1998 (the “Indenture”),
between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and pursuant to
a registration statement on Form S-3 under the Securities Act of
1933, as amended (the “Act”), initially
filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2006, (the
“Registration Statement”), which includes the form of prospectus (the “Prospectus”). The
Prospectus provides that it will be supplemented in the future by one or more supplements to the
Prospectus (each a “Prospectus Supplement”). This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed
herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus,
other than as to the enforceability of the Debt Securities and the Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon the
foregoing and upon certificates and other assurances of officers of the Company and others as to
factual matters without having independently verified such factual matters.
We
are opining herein as to the internal laws of the State of New York
and the Delaware General
Corporation Law, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case
of Delaware, any other laws, or as to any matters of municipal law or the laws of any local
agencies within any state. Various matters concerning the laws of the State of Maryland are
addressed in
June 21, 2006
Page 2
the opinion of Ballard Spahr Andrews & Ingersoll, LLP, separately provided to you, and
we express no opinion with respect to those matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when (i) the Securities have been duly established in accordance with the
Indenture (including, without limitation, the execution and delivery by the Company, the Guarantor
and the Trustee of one or more duly authorized supplements to the Indenture), duly authenticated by
the Trustee and duly executed, issued and delivered on behalf of the Company and the Guarantor against
payment therefor in accordance with the terms and provisions of the Indenture and as contemplated
by the Registration Statement, the Prospectus and the related Prospectus Supplement(s), and (ii) the Registration Statement and any required post-effective amendments thereto have all become
effective under the Securities Act and any and all Prospectus Supplement(s) required by applicable
laws have been filed, and assuming that the terms of the Securities
as executed, issued and delivered are
as described in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Debt Securities will have been duly authorized by all necessary corporate action
of the Company, and the Debt Securities and Guarantees will be legally valid and binding obligations
of the Company and the Guarantor, respectively, enforceable against them in accordance with their respective
terms.
The
opinions rendered in the paragraph above relating to the
enforceability of the Debt Securities and the Guarantees,
respectively, are subject to the following exceptions,
limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors; (b) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law (including the possible unavailability of specific
performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair
dealing, and the discretion of the court before which any proceeding therefor may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions
providing for the indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy;
and (d) we express no opinion
concerning the enforceability of (i) the waiver of rights or defenses contained in Section 514 of the
Indenture; or (ii) any provision permitting, upon acceleration of the Debt
Securities, collection of that portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon.
With your consent, we have assumed (a) that the Indenture has been duly authorized, executed
and delivered by, and constitutes a legally valid and binding obligation of, the Trustee,
enforceable against it in accordance with its terms, (b) that the Indenture and the Securities
have been duly authorized, executed and delivered by the Guarantor, (c) that the Securities have
been duly authorized, executed and delivered by the Company and (d) that the status of the
Indenture and the Securities as legally valid and binding obligations of the respective parties
thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii)
violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to
obtain required consents, approvals or authorizations from, or make required registrations,
declarations or filings with, governmental authorities.
