EXHIBIT 5.1
[DRAFT — SUBJECT TO CHANGE]
[DATE]
NorthEnd Income Property Trust Inc.
4 World Financial Center
New York,
NY 10080
Re: Registration Statement on Form S-11
Ladies and Gentlemen:
We have served as Maryland counsel to NorthEnd Income Property Trust Inc., a Maryland
corporation (the
“Company”), in connection with certain matters of Maryland law arising out of the
registration of shares (the
“Shares”) of Common Stock, $.01 par value per share, of
the Company
(
“Common Stock”) having an aggregate offering price of $2,250,000,000, covered by the
above-referenced Registration Statement, and all amendments thereto (the
“Registration Statement”),
filed by
the Company with the Securities and Exchange Commission (the
“Commission”) under the
Securities Act of 1933, as amended (the
“1933 Act”). This opinion is being provided at your
request in connection with the filing of the Registration Statement.
In connection with our representation of
the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (herein collectively referred to as the
“Documents”):
1. The Registration Statement and the related form of prospectus included therein in the form
in which it was transmitted to the Commission under the 1933 Act;
2. The charter of
the Company (the
“Charter”), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the
“SDAT”);
4. A certificate of the SDAT as to the good standing of
the Company, dated as of a recent
date;
Atlanta
• Charlotte
• Dallas
• Los Angeles
• New York
• Research Triangle
• Silicon Valley
• Ventura County
• Washington, D.C.
NorthEnd Income Property Trust Inc.
[DATE]
Page 2
5. Resolutions adopted by the Board of Directors of
the Company relating to the sale, issuance
and registration of the Shares (the
“Resolutions”), certified as of the date hereof by an officer
of
the Company;
6. A certificate executed by an officer of
the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than
the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
party’s obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
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. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written 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.
5. The Shares will not be issued or transferred in violation of any restriction or limitation
on transfer and ownership of shares of stock of
the Company contained in the Charter.
6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued
and outstanding will not exceed the total number of shares of Common Stock that
the Company is then
authorized to issue under the Charter.
NorthEnd Income Property Trust Inc.
[DATE]
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1.
The Company is a corporation duly incorporated and existing under and by virtue of the laws
of the State of Maryland and is in good standing with the SDAT.
2. The Shares have been duly authorized and, upon delivery of the Shares in the manner
contemplated by the Resolutions and the Registration Statement, will be validly issued, fully paid
and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to compliance with any
federal or state securities laws, including the securities (or “blue sky”) laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any jurisdiction other than
the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein
is subject to the effect of judicial decisions which may permit the introduction of parol evidence
to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving this consent, we
do not admit that we are within the category of persons whose consent is required by Section 7 of
the 1933 Act.
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Very truly yours,
ALSTON & BIRD LLP
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