EX-5 2 exhibit51.txt EXHIBIT 5.1 OPINION OF COUNSEL Exhibit 5.1 Michael G. Zybala Attorney at Law 820 Moraga Drive Los Angeles, CA 90049 (310) 466-7961 FAX (310) 889-2525 June 28, 2007 The InterGroup Corporation 820 Moraga Drive Los Angeles, CA 90049 RE: The InterGroup Corporation Registration Statement on Form S-8 Ladies and Gentlemen: As Assistant Secretary and corporate counsel for The InterGroup Corporation, a Delaware corporation (the "Company"), I am issuing this opinion in connection with the registration statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), an aggregate of 510,000 shares (the "510,000 Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), of which 60,000 shares may be issued pursuant to the Company's 2007 Stock Compensation Plan for Non-Employee Directors, 300,000 shares that may be issued pursuant to its 1998 Stock Option Plan for Selected Key Officers, Employees and Consultants, and 150,000 shares that may be issued under 1998 Stock Option Plan for Non-Employee Directors (collectively the "Plans"). In this connection, I have examined the Company's Certificate of Incorporation, as amended, and Bylaws, the Plans and such other documents and corporate records relating to the Company and the issuance of the 510,000 Shares as I have deemed appropriate. In all examinations of documents, instruments and other papers, I have assumed the genuineness of all signatures on original and certified documents and the conformity with original and certified documents of all copies submitted to me as conformed, photostatic or other copies. As to matters of fact that I have not independently established or verified, I have relied upon representations of other officers of the Company. The InterGroup Corporation June 28, 2007 Page Two My opinions herein are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States. I express no opinion whatsoever with respect to the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state and can assume no responsibility for the applicability or effect of any such laws. Based upon the foregoing, and in reliance thereon, I am of the opinion that the 510,00 Shares issuable under the Plans are duly authorized and, when issued and sold in accordance with the terms of the Plans and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Michael G. Zybala --------------------- Michael G. Zybala