Attached files
| file | filename |
|---|---|
| 8-K - 8-K - MONMOUTH REAL ESTATE INVESTMENT CORP | form8k_101409.htm |
| EX-1.1 - EXHIBIT 1.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh11_101509.htm |
| EX-10.1 - EXHIBIT 10.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh101_101509.htm |
| EX-23.2 - EXHIBIT 23.2 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8kexh232_101509.htm |
| EX-99.1 - EXHIBIT 99.1 - MONMOUTH REAL ESTATE INVESTMENT CORP | form8k_101409exh991.htm |
 |
EXHIBIT
5.1
4801
Main Street, 10th Floor
Kansas
City, MO 64112
Phone
816.983.8000
Fax
816.983.8080
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October
15, 2009
Monmouth
Real Estate Investment Corporation
Juniper
Business Plaza, Suite 3-C
3499
Route 9 North
Freehold,
New Jersey 07728
Re: Monmouth
Real Estate Investment Corporation
Ladies
and Gentlemen:
As special securities counsel for
Monmouth Real Estate Investment Corporation, a Maryland corporation (the
“Company”), we have been requested to render this opinion in connection with the
Registration Statement on Form S-3, as amended, filed on September 1, 2009, File
No. 333-161668 (the “Registration Statement”) with the Securities and Exchange
Commission (the “Commission”). Pursuant to the Registration
Statement, the Company proposes to issue and sell 1,730,200 shares of its
Common Stock (the “Common Stock”) in accordance with the terms set forth in the
prospectus supplement dated October 15, 2009 (the “Prospectus Supplement”) to
the prospectus dated September 14, 2009 filed as part of the Registration
Statement (the “Prospectus”).
We have
examined the Company’s Registration Statement, the Prospectus, the Prospectus
Supplement, an executed copy of the Placement Agent Agreement dated October 15,
2009, by and between the Company and CSCA Capital Advisors, LLC (the “Placement
Agent Agreement”), the form of Purchase Agreement (the “Purchase Agreements”)
between the Company and the purchasers named therein, the Company’s Articles of
Organization, as amended, and as certified by the State Department of
Assessments and Taxation of Maryland as of October 13, 2009 (the “Certified
Articles”), the Company’s Bylaws certified by the Company as of the date hereof,
resolutions of the Company’s Board of Directors dated as of March 24, 2009,
August 31, 2009 and October 14, 2009, and resolutions of the Pricing Committee
of the Board of Directors dated as of October 14, 2009 and such other documents
as we have deemed necessary or appropriate in order to express these
opinions.
In our
examination, we have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to original documents of all documents submitted to us as certified, conformed,
photostatic or facsimile copies and the authenticity of the originals of such
latter documents, (iv) the MGCL (as defined below) is generally available (i.e.,
in terms of access and distribution following publication or other release) to
practicing lawyers, and is in a format that makes the legal research reasonably
feasible, (iv) the constitutionality or validity of the MGCL is not in issue,
(v) the Certified Articles are accurate, complete and authentic, and (vi) the
Company will execute the Purchase Agreement in the form presented to
us.
Monmouth
Real Estate Investment Corporation
October
15, 2009
Page
2
In making
our examination of executed documents, we have assumed that the parties thereto,
other than the Company, its directors and officers, had the power, corporate or
otherwise, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or otherwise,
and execution and delivery by such parties of such documents and the validity
and binding effect thereof on such parties. As to any facts material to the
opinions expressed herein that were not independently established or verified,
we have relied upon oral or written statements and representations of officers
and other representatives of the Company and others.
The
opinion expressed herein is limited to matters governed by the Maryland General
Corporation Law (the “MGCL”). Although we are not licensed in the
State of Maryland we are generally familiar with the MGCL so that the opinion
expressed herein is limited to and based solely on a review of the MGCL
excluding, however, any case law construing the provisions of such statutes of
Maryland common law.
Based
upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:
The
issuance of the Common Stock has been duly authorized and when issued and
delivered by the Company and upon receipt of consideration therefore in
accordance with the terms of the Placement Agent Agreement and the Purchase
Agreements, the Common Stock will be validly issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also hereby consent to the use of our name under the
heading “Legal Matters” in the Prospectus Supplement and the Prospectus which
forms a part of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder. This opinion is expressed as of the
date hereof and we disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or of any subsequent changes in
applicable laws.
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Very
truly yours,
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/s/
Husch Blackwell Sanders LLP
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