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EX-5.1 - KIMCO REALTY CORPexh5_1.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) May 21, 2012


Kimco Realty Corporation

 (Exact name of registrant as specified in its charter)


Maryland

1-10899

13-2744380

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


3333 New Hyde Park Road, Suite 100
New Hyde Park, NY 11042

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (516) 869-9000


Not Applicable

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01  Other Events.


On May 21, 2012, Kimco Realty Corporation (the “Company”) filed with the United States Securities and Exchange Commission (“SEC”) a prospectus supplement, relating to 1,000,000 shares of the Company’s common stock that may be offered pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), to the base prospectus contained in its automatic shelf registration statement on Form S-3 filed with the SEC on April 19, 2012 (File No. 333-180833). The prospectus supplement reflects Wells Fargo Bank, N.A.’s (“Wells Fargo”) replacement of Computershare Trust Company, N.A. (“Computershare”) as the Company’s administrator of the Plan (the “Plan Administrator”). The change in Plan Administrator was made in connection with the Company’s change in transfer agent from Computershare to Wells Fargo effective May 21, 2012.


This Current Report on Form 8-K is being filed to present certain exhibits that shall be incorporated by reference into the registration statement.


Item 9.01.  Financial Statements and Exhibits.


(d)

Exhibits


Exhibit No.

 

Exhibit Description

 

 

 

5.1

 

Opinion of Venable LLP, with respect to the legality of the securities being registered.

 

 

 

23.1

 

Consent of Venable LLP (included in Exhibit 5.1).




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

KIMCO REALTY CORPORATION

 

Date: May 21, 2012

By:

/s/ Glenn G. Cohen

 

 

Name: Glenn G. Cohen

Title: Executive Vice President, Chief Financial Officer,
          and Treasurer



EXHIBIT INDEX


Exhibit No.

 

Exhibit Description

 

 

 

5.1

 

Opinion of Venable LLP, with respect to the legality of the securities being registered.

 

 

 

23.1

 

Consent of Venable LLP (included in Exhibit 5.1).