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-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 |
EX-5.1 - EX-5.1 - SITE Centers Corp. | l42060exv5w1.htm |
Exhibit 5.2
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: $300,000,000 of 4.75% Notes due 2018 of Developers Diversified Realty Corporation
Ladies and Gentlemen:
We have acted as counsel for Developers Diversified Realty Corporation, an Ohio corporation
(the Company), in connection with the issuance and sale of $300,000,000 aggregate principal
amount of the Companys 4.75% Notes due 2018 (the Notes) pursuant to the Terms Agreement, dated
as of March 2, 2011, including the Underwriting Agreement attached thereto as Annex A
(collectively, the Underwriting Agreement), by and among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, acting as
representatives of the several underwriters named therein (the Underwriters). The Notes will be
issued pursuant to the Indenture, dated as of May 1, 1994 (as amended, supplemented or otherwise
modified through the date hereof, the Indenture), by and between the Company and U.S. Bank
National Association (as successor to U.S. Bank Trust National Association, as successor to
National City Bank), as trustee (the Trustee).
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 such opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Notes, when they are executed by the Company and authenticated by
the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against
payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid
and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of
the Notes will be established in accordance with the provisions of the Indenture and (ii) the
Trustee has authorized, executed and delivered the Indenture and the Indenture is the valid,
binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and
related regulations and judicial doctrines from time to time in effect relating to or affecting
creditors rights generally, and by general equitable principles and public policy
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
HOUSTON IRVINE LONDON LOS ANGELES MADRID MENLO PARK MILAN MUNICH NEW DELHI NEW YORK
PARIS PITTSBURGH SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Developers Diversified Realty Corporation March 4, 2011 Page 2 |
JONES DAY |
considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
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 Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement on Form S-3 (Reg. No. 333-162451) (the Registration Statement), filed by the Company to
effect the registration of the Notes under the Securities Act of 1933 (the Act) and to the
reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of
such Registration Statement. In giving such consent, we do not thereby 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