Midwest Real Estate Shopping Center LP – ‘DEF 14A’ for 6/28/94 – EX-5

As of:  Tuesday, 6/7/94   ·   For:  6/28/94   ·   Accession #:  899140-94-52   ·   File #:  1-09331

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Schedule 14A Proxy Statement                          54    179K 
 2: EX-5        Opinion of Bear Stearns                                2      9K 
 3: EX-23.1     Consent of Peat Marwick                                1      5K 

EX-5   —   Opinion of Bear Stearns

EX-5
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Exhibit A 

[LETTERHEAD OF BEAR STEARNS]  

                                                                May 20, 1994

Midwest Centers Inc. as General Partner                                         
c/o Equitable Real Estate Shopping Centers L.P.                                 
3 World Financial Center                                                        
New York, New York 10285                                                        

Gentlemen:                                                                      

We understand that The Equitable Life Assurance Society of the United States    
("Equitable") holds two zero coupon mortgages as security for its loans to      
Equitable Real Estate Shopping Centers L.P. ("ERM"), which owns Northland       
Center in Southfield, Michigan ("Northland"), and Brookdale Center, located in  
Brooklyn Center, Minnesota.  You have advised us that ERM proposes to sell      
Northland Center to Equitable in a transaction (the "Transaction") which        
entails the cancellation of the existing Equitable mortgage encumbering         
Northland, the modification of the Asset Management Agreement between ERM and   
Equitable Real Estate Investment Management, Inc. ("EREIM").  You have          
provided us with copies of the executed Sale Agreement between ERM and          
Equitable, the executed Release and Termination Agreement between ERM and       
EREIM, the proposed Brookdale Letter Agreement and the preliminary proxy        
statement in substantially the form to be sent tot he public limited            
partnership unitholders (the "Unitholders") of ERM (the "Proxy Statement").     

You have asked us to render an opinion to Midwest Centers Inc., the sole        
General Partner of ERM, as to the fairness of the Transaction, from a           
financial point of view, to the Unitholders.                                    

In the course of our analysis for our opinion, we have:                         

1.   reviewed the Proxy Statement;                                              

2.   reviewed ERM's Annual Reports on Form 10-K for the fiscal years ended      
December 31, 1992 and 1993, and Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1994; and                                     

3.   met with both the manager of Northland and with representatives of the     
   General Partner to discuss Northland's business and future prospects; and

4.   visited Northland and the Detroit mall market; and                         

5.   reviewed the Updated Report and Appraisal of Northland, dated April 11,    
 1994, and the Letter Report Appraisal of Northland, dated May 11, 1994,
prepared by Cushman & Wakefield; and                                  

EX-5
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6.   conducted such other analysis, inquiries and investigations as we deemed   
appropriate.                                                          

In the course of our review, we have relied upon and assumed without            
independent verification, the accuracy and completeness of the financial and    
other information provided to us, and have further relied upon the assurances   
of the General Partner and the management of Northland that they are unaware    
of any facts that would make the information incomplete or misleading.  We      
have not performed an independent appraisal of Northland.                       

Based on the foregoing, it is our opinion that the Transaction is fair, from a  
financial point of view, to the Unitholders.                                    

Very truly yours,   

    BEAR, STEARNS & CO. INC.

     By:/s/GILBERT E. MATTHEWS
   Managing Director

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
For Period End:		6/28/94
Filed on:		6/7/94
		5/20/94		1
		5/11/94		1
		4/11/94		1
		3/31/94		1					10-Q
		12/31/93		1
		12/31/92		1
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