Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NATIONAL RETAIL PROPERTIES, INC. | d264841d8k.htm |
| EX-8.1 - EXHIBIT 8.1 - NATIONAL RETAIL PROPERTIES, INC. | d264841dex81.htm |
| EX-1.1 - EXHIBIT 1.1 - NATIONAL RETAIL PROPERTIES, INC. | d264841dex11.htm |
Exhibit 5.1
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, NW | Washington, DC 20037-1122 | tel 202.663.8000 | fax 202.663.8007
December 5, 2011
National Retail Properties, Inc.
450 South Orange Avenue
Orlando, FL 32801
Ladies and Gentlemen:
We are acting as counsel for National Retail Properties, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of 8,050,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company, pursuant to the Registration Statement on Form S-3 (Registration No. 333-157583) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), and related prospectus, dated February 27, 2009, as supplemented by the prospectus supplement dated November 29, 2011 relating to the offer and sale of the Shares (as so supplemented, the “Prospectus”).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this letter. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued, fully paid and nonassessable.
The opinions set forth in this letter are limited to the Maryland General Corporation Law, as in effect on the date hereof, and we express no opinion as to the law of any other jurisdiction. We have no responsibility or obligation to update this letter or to take into account changes in law, facts or any other developments of which we may later become aware.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. 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 Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP