EX-5.1 2 ex5-1.htm EXHIBIT 5.1 ex5-1.htm
GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
 
ATTORNEYS AT LAW
 
PLEASE RESPOND TO:
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POST OFFICE BOX 190
MIDDLETOWN, NEW JERSEY 07748
 
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DIRECT DIAL NUMBER
DIRECT EMAIL
CLIENT/MATTER NO.
     
   
EXHIBIT 5.1
May 4, 2007
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, New Jersey 07602

 
Re:
Registration Statement on Form S-8 relating to the First Real Estate
Investment Trust of New Jersey Equity Incentive Plan, as Amended
     
Ladies and Gentlemen:
 
We have acted as counsel to First Real Estate Investment Trust of New Jersey (the “Company”), in connection with the preparation and filing on this date by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement is being filed with the Commission for the registration of an additional 300,000 shares of beneficial interest, no par value, of the Company (“Shares”), which have been reserved for issuance under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan, as amended (the “Plan”).  This opinion letter has been included as an exhibit to the Registration Statement.
 
In rendering the opinion set forth below, we have examined and relied upon the originals, specimens, or photostatic or certified copies of (a) the Registration Statement, (b) the Plan, and (c) such certificates, corporate and public records, agreements and instruments  and other information and documents as we have deemed relevant and necessary as the basis for the opinion set forth below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of each document, agreement and instrument submitted to us as an original, the conformity to the original of each document, agreement and instrument submitted to us as a certified copy or photostatic copy, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, and the accuracy of the matters set forth in the

      
      
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GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
  
 
First Real Estate Investment Trust of New Jersey
May 4, 2007
Page 2
 
  
documents, agreements and instruments we reviewed.  As to any facts material to such opinion that were not known to us, we have relied upon statements and representations of officers and other representatives of the Company.
 
In addition, we have assumed, in rendering the opinion set forth below, that any stock certificate evidencing any Shares registered under the Registration Statement, when issued under the Plan, will have been duly executed on behalf of the Company and will have been countersigned by the Company’s transfer agent and registered by the Company’s registrar prior to its issuance.
 
We express no opinion concerning the laws of any jurisdiction other than those of the United States of America and the laws of the State of New Jersey.
 
Based upon and subject to the foregoing, we are of the opinion that the Shares registered under the Registration Statement have been duly authorized, and, when issued and delivered by the Company pursuant to the Plan, and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.  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 Securities Act, or the General Rules and Regulations of the Commission.
 
 
 
Very truly yours,
   
 
/s/ Giordano, Halleran & Ciesla, a
 
Professional Corporation
   
 
GIORDANO, HALLERAN & CIESLA
 
A Professional Corporation