Attached files

file filename
8-K - 8-K - SITE Centers Corp.d419453d8k.htm
EX-1.1 - EX-1.1 - SITE Centers Corp.d419453dex11.htm
EX-1.2 - EX-1.2 - SITE Centers Corp.d419453dex12.htm

Exhibit 5.1

JONES DAY

North Point • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212

October 2, 2012

DDR Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

 

  Re: Up to $200,000,000 of Common Shares, $0.10 Par Value Per Share, To Be Offered Pursuant to the Sales Agency Financing Agreements

Ladies and Gentlemen:

We have acted as counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance and sale of common shares, $0.10 par value per share, of the Company (the “Shares”) pursuant to the Sales Agency Financing Agreement, dated October 2, 2012 (the “BNYMCM Agreement”), by and between the Company and BNY Mellon Capital Markets, LLC, and the Sales Agency Financing Agreement, dated October 2, 2012 (together with the BNYMCM Agreement, the “Sales Agency Financing Agreements”), by and between the Company and KeyBanc Capital Markets Inc. The Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agency Financing Agreements.

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 Shares, when issued and delivered pursuant to the terms of the Sales Agency Financing Agreements against payment of the consideration therefor as provided therein, will be validly issued, fully paid, and nonassessable; provided that such consideration is at least equal to the stated par value of the Shares.

In rendering the opinion above, we have assumed that (i) the resolutions authorizing the Company to issue and deliver and sell the Shares pursuant to the Sales Agency Financing Agreements will be in full force and effect at all times at which the Shares are issued and delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions and (ii) the timing of, the terms of and the consideration for each issuance of Shares by the Company under the Sales Agency Financing Agreements will be approved by the Board of Directors of the Company or an authorized committee or subcommittee of the Board of Directors.

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.

ALKHOBAR • ATLANTA • BEIJING • BOSTON • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DUBAI DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MILAN • MOSCOW • MUNICH • NEW YORK · PARIS • PITTSBURGH · RIYADH · SAN DIEGO SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON


JONES DAY

DDR Corp.

October 2, 2012

Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to Registration Statement on Form S-3 (No. 333-184221) (the “Registration Statement”) filed by the Company to effect registration of the Shares under 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