Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - SITE Centers Corp. | l42060e8vk.htm |
| EX-1.4 - EX-1.4 - SITE Centers Corp. | l42060exv1w4.htm |
| EX-5.2 - EX-5.2 - SITE Centers Corp. | l42060exv5w2.htm |
| EX-8.1 - EX-8.1 - SITE Centers Corp. | l42060exv8w1.htm |
| EX-1.3 - EX-1.3 - SITE Centers Corp. | l42060exv1w3.htm |
| EX-1.2 - EX-1.2 - SITE Centers Corp. | l42060exv1w2.htm |
| EX-1.1 - EX-1.1 - SITE Centers Corp. | l42060exv1w1.htm |
| EX-4.1 - EX-4.1 - SITE Centers Corp. | l42060exv4w1.htm |
Exhibit 5.1
JONES DAY
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212
March 4, 2011
Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
3300 Enterprise Parkway
Beachwood, Ohio 44122
Re: 9,500,000 Common Shares, $0.10 Par Value Per Share
Ladies and Gentlemen:
We are acting as counsel for Developers Diversified Realty Corporation, an Ohio corporation
(the “Company”), in connection with the issuance of up to 9,500,000 common shares, $0.10 par value
per share (the “Common Shares”), of the Company pursuant to (i) the Underwriting Agreement, dated
as of March 1, 2011 (the “Underwriting Agreement”), by and among the Company and Citigroup Global
Markets Inc. and Morgan Stanley & Co. Incorporated, (ii) the letter agreement, dated March 1, 2011
(the “Citi Forward Agreement”), between the Company and CitiBank, N.A., acting through Citigroup
Global Markets Inc. as agent, and (iii) the letter agreement, dated March 1, 2011 (the “MS Forward
Agreement” and, together with the Citi Forward Agreement, the “Forward Agreements”), between the
Company and Morgan Stanley & Co. International plc, acting through Morgan Stanley & Co.
Incorporated as agent.
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon
the foregoing and subject to the further assumptions, qualifications and limitations set forth
herein, we are of the opinion that the Common Shares, when issued by the Company and delivered
pursuant to the terms of the Underwriting Agreement or the Forward Agreements against payment of
the consideration therefor as provided therein, as applicable, will be validly issued, fully paid
and nonassessable.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company
to issue and deliver the Common Shares pursuant to the Underwriting Agreement or the Forward
Agreements will be in full force and effect at all times at which the Common Shares are issued and
delivered by the Company.
The opinion expressed herein is limited to the laws of the State of Ohio, as currently in
effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-3 (No. 333-162451) (the “Registration Statement”) filed by the Company to effect
registration of the Common Shares under the Securities Act of 1933 (the “Act”) and to the reference
to us under the caption “Legal Matters” in the prospectus constituting a part of such
Registration Statement. In giving such consent, we do not hereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
ATLANTA • BEIJING • BRUSSELS • CHICAGO • CLEVELAND
• COLUMBUS • DALLAS • FRANKFURT • HONG KONG
HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID •
MENLO PARK • MILAN • MUNICH • NEW DELHI • NEW YORK
PARIS • PITTSBURGH • SAN FRANCISCO • SHANGHAI • SINGAPORE
• SYDNEY • TAIPEI • TOKYO • WASHINGTON