Kimco Realty Corporation
500 N. Broadway
Suite 201
Re: 4.600% Notes Due 2033
Ladies and Gentlemen:
We have served as Maryland counsel to Kimco Realty Corporation, a Maryland corporation (the
“Company”), in connection with certain matters of Maryland
law arising out of the registration of $650,000,000 in aggregate principal amount of
the Company’s 4.600% Notes Due 2033 (the
“Notes”). The Notes are covered by a Registration Statement on Form S-3 (File No.
333-258872), and all amendments related
thereto (the
“Registration Statement”), filed by
the Company with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the
“1933 Act”).
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 (hereinafter collectively referred to as the
“Documents”):
1. The Registration Statement and the related prospectus included therein in the forms in which they were transmitted to the Commission under the 1933 Act;
2. The Prospectus Supplement, dated August
10, 2022 (the “Prospectus Supplement”), in the form in which it was transmitted to the Commission under the 1933 Act;
3. The charter of the Company, certified by
the State Department of Assessments and Taxation of Maryland (the “SDAT”);
5. A certificate of the SDAT as to the good
standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of
Directors of the Company, and a duly authorized committee thereof, relating to, among other matters, the registration and issuance of the Notes, certified as of the date hereof by an officer of the Company;
Kimco Realty Corporation
7. A certificate executed by an officer of
the Company, dated as of the date hereof; and
8. 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 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.
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 validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Notes has been duly
authorized by all necessary corporate action on the part of the Company.
Kimco Realty Corporation
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law and any other
state law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities 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 the laws of 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 any
judicial decision 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 Company’s Current Report on Form 8-K
relating to the Notes (the
“Current Report”), which is
incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the
use of the name of our firm in the 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.
