Hotchkis & Wiley Capital Management LLC – ‘SC 13D/A’ on 2/8/11 re: Granite Real Estate Inc. – EX-5

On:  Tuesday, 2/8/11, at 4:06pm ET   ·   Accession #:  1164833-11-3   ·   File #:  5-79210

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     31K 
                          Ownership                                              
 2: EX-4        Instrument Defining the Rights of Security Holders     7±    30K 
 3: EX-5        Opinion re: Legality                                   3±    11K 

EX-5   —   Opinion re: Legality

EXHIBIT 99.5                                          EXHIBIT 5                 

RELEASE             

Reference is hereby made to the Arrangement Agreement (the                      
"Agreement") made the 31st day of January, 2011 by and between MI               
Developments Inc. ("MID"), 4455327 Ontario Limited ("445") and                  
The Stronach Trust (the "Trust"). Capitalized terms used herein                 
and not otherwise defined shall have the meanings ascribed                      
thereto in the Agreement.                                                       

Whereas certain shareholders of MID have expressed disagreement                 
in the past with respect to the management of MID and the conduct               
of its directors and officers and have asserted wrongdoing by MID               
and its directors and officers including assertions of                          
intentional wrongdoing including fraud and those shareholders                   
have asserted that MID can or ought to bring a civil action                     
against its current and former directors and officers in respect                
of the asserted wrongdoing;                                                     

And whereas MID and its directors and officers have always                      
maintained that their actions and conduct have been permissible,                
appropriate and in accordance with any and all duties owed by                   
them                                                                            

And whereas there have been court and other proceedings which                   
have been commenced in which the propriety of the conduct of MID,               
current and former directors and officers have been put into                    
issue;                                                                          

And whereas by the Agreement if closed, it is intended and agreed               
that any and all claims that have been or could have been brought               
by the shareholders as against MID and/or its current and former                
officers and directors and/or its controlling shareholders                      
including, without limitation, those that are or could have been                
asserted in Action No. CV-10-403595 in the Ontario Superior Court               
of Justice, as well as those that could have been asserted in the               
name of MID are to be dismissed on a without costs basis and                    
without any admission of liability;                                             

Hotchkis and Wiley Cap Mgt on behalf of itself and on                           
behalf of its affiliates, successors, assigns, directors,                       
officers, trustees and/or legal representatives (collectively in                
such capacity the "Releasor"), for good and valuable                            
consideration, the receipt and sufficiency of which is hereby                   
irrevocably acknowledged, hereby agrees:                                        

(i) to irrevocably and unconditionally release and forever                      
discharge MID, 445, Frank Stronach and the Trust as well as each                
of their affiliates, successors, assigns, current directors and                 
officers, former directors and officers, current trustees, former               
trustees, beneficiaries, shareholders and legal representatives                 
(collectively in such capacity the "Releasees"), of and from all                
manner of actions, causes of action, suits, penalties, demands,                 
debts, accounts, covenants, contracts, damages and all other                    
claims whatsoever of any nature, character and description,                     
whether contractual, legal or otherwise, whether known or                       
unknown, which the Releasor ever had or now has up to and                       
including the Effective Date, even if discovered after the                      
execution of this Release against any of the Releasees including                
without limiting the generality of the foregoing, any allegations               
that any current or former director, current or former officer,                 
current or former trustee, shareholder or beneficiary of MID, 445               
and/or the Trust breached any duties, whether contractual,                      
statutory or otherwise, owed to any party by virtue of being a                  
director, officer, trustee, shareholder or beneficiary of MID,                  
445 and/or the Trust at any time whatsoever up to and including                 
the Effective Date including any claims that are or could have                  
been advanced in Action No. CV-10-403595 in the Ontario Superior                
Court of Justice (all collectively hereinafter referred to as the               
"Claim" or "Claims" as the context requires); and                               

(ii) not to make any Claim of any nature whatsoever or take any                 
proceeding, and hereby renounce thereto, against any other                      
person, firm or corporation who might advance a Claim for                       
contribution or indemnity from the Releasees released hereunder.                

The Releasor hereby represents and warrants that it has not                     
commenced, and hereby irrevocably and unconditionally covenants                 
and agrees that it will not commence or pursue any other Claims                 
which it is releasing herein.                                                   

The Releasor hereby represents and warrants that it has not                     
assigned to any other person or entity any of the Claims which it               
is releasing herein.                                                            

Nothing in this Release shall be construed as an admission of                   
liability by the Releasees and any such liability is denied.                    

This Release is binding upon the Releasor and enures to the                     
benefit of the Releasees and their respective affiliates,                       
successors, assigns, current directors and officers, former                     
directors and officers, current trustees, former trustees,                      
beneficiaries, legal representatives and permitted assigns. This                
Release will be governed by, interpreted and enforced in                        
accordance with the laws of the Province of Ontario and the                     
federal laws of Canada applicable therein.                                      

This Release may be signed in counterparts and will be valid and                
binding even though the parties sign separate copies of it.                     

This Release may be executed by facsimile and if so executed,                   
shall be legal, valid and binding on any party executing in such                
a manner.                                                                       

In witness whereof, this Release has been executed as of the 31st               
day of January, 2011 and will take effect as of the Effective                   
Date.                                                                           

  Hotchkis and Wiley Capital Management, LLC

Per:  /s/ Anna Marie Lopez              

Name: Anna Marie Lopez                  

Title: Chief Operating Officer