EXHIBIT 5.1
[Letterhead of Shearman & Sterling LLP]
November 21, 2003
Alexander's, Inc.
210 Route 4 East
Paramus, NJ 07652
Ladies and Gentlemen:
We are acting as counsel for Alexander's, Inc., a Delaware corporation
(the "Company"), in connection with the combined Registration Statement on Form
S-3 being filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, (the "Registration Statement") and
Registration Statement No. 33-62779 filed with the Commission on September 20,
1995 (the Registration Statement also constitutes Post-Effective Amendment No. 1
to Registration Statement No. 33-62779) relating to the offering from time to
time, as set forth in the combined prospectus pursuant to Rule 429 contained in
the Registration Statement (the "Prospectus") and as to be set forth in one or
more supplements to the Prospectus (each such supplement, a "Prospectus
Supplement"), of the Company's debt securities (the "Debt Securities"), warrants
to purchase debt securities (the "Debt Warrants"), preferred stock, $1.00 par
value per share (the "Preferred Stock"), preferred shares represented by
depositary shares (the "Depositary Shares") and shares of common stock, $1.00
par value per share (the "Common Stock") with an aggregate issue price of up to
$1,500,000,000. The Debt Securities, the Debt Warrants, the Preferred Stock, the
Depositary Shares and the Common Shares are collectively referred to as the
"Securities". Any series of Debt Securities (as defined below) or Preferred
Shares may be convertible into Common Shares.
The Debt Securities will be issued in one or more series and may be either
senior debt securities ("Senior Debt Securities") of the Company under an
indenture between the Company and The Bank of New York, as trustee (the "Senior
Trustee"), in substantially the form included in the Registration Statement as
Exhibit 4.1 (the "Senior Indenture") or subordinated debt securities
("Subordinated Debt Securities") of the Company under an indenture between the
Company and The Bank of New York, as trustee (the "Subordinated Trustee"), in
substantially the form included in the Registration Statement as Exhibit 4.3
(the "Subordinated Indenture"). The Debt Warrants will be issued under one or
more debt warrant agreements (each, a "Warrant Agreement") to be entered into
between the Company and a financial institution identified therein as warrant
agent (each, a "Warrant Agent"). The Depositary Shares will be issued under one
or more deposit agreements (each, a "Deposit Agreement"), each to be between the
Company and a financial institution identified therein as the depositary (the
"Depositary"), in substantially the form included in the Registration Statement
as Exhibit 4.5.
We are familiar with the corporate proceedings of the Company to date with
respect to the proposed issuance and sale of the Securities, including
resolutions of the Board of Directors of the Company (the "Resolutions")
authorizing the Senior Indenture and the Subordinated Indenture and the
issuance, offering and sale of the Securities, and we have examined such
corporate records of the Company and such other documents and certificates as we
have deemed necessary as a basis for the opinions hereinafter expressed.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents
and corporate and public records as we have deemed necessary as a basis for the
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to the originals of all documents presented to us
as copies, and the authenticity of the originals of such documents. In rendering
our opinion, we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company.
Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that:
1. The Senior Debt Securities have been duly authorized and, when the
final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Senior Trustee in accordance with the
Senior Indenture and delivered to and paid for by the purchasers thereof, will
constitute valid and legally binding obligations of the Company entitled to the
benefits of the Senior Indenture.
2. The Subordinated Debt Securities have been duly authorized and, when
the final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Subordinated Trustee in accordance with
the Subordinated Indenture and delivered to and paid for by the purchasers
thereof, will constitute valid and legally binding obligations of the Company
entitled to the benefits of the Subordinated Indenture.
3. The Debt Warrants have been duly authorized and, when the final terms
thereof have been duly established and approved and when certificates
representing such Debt Warrants have been duly executed by the Company, in each
case pursuant to the authority granted in the Resolutions, and when such
certificates have been countersigned by the applicable Warrant Agent in
accordance with the applicable Warrant Agreement and delivered to and paid for
by the purchasers thereof, such Debt Warrants will constitute valid and legally
binding obligations of the Company in accordance with their respective terms.
4. The Preferred Shares have been duly authorized and, when the final
terms thereof have been duly established and approved and certificates
representing such shares have
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been duly executed by the Company, in each case pursuant to the authority
granted in the Resolutions, and delivered to and paid for by the purchasers
thereof, and when all corporate action necessary for the issuance of such shares
has been taken, including the adoption of a Certificate of Designations, such
shares will be validly issued, fully paid and non-assessable.
5. The Depositary Shares have been duly authorized and, when the final
terms thereof have been duly established and approved, in each case pursuant to
the authority granted in the Resolutions, and when the depositary receipts
representing the Depositary Shares (the "Depositary Receipts") have been duly
executed by the Depositary and delivered to and paid for by the purchasers
thereof, and when all corporate action necessary for issuance of Depositary
Shares and the underlying Preferred Shares has been taken, such Depositary
Shares will be validly issued and will entitle the holders thereof to the rights
specified in the Depositary Receipts and the Deposit Agreement.
6. The Common Shares have been duly authorized and, when issued and
delivered pursuant to the authority granted in the Resolutions and against
payment therefor, will be validly issued, fully paid and non-assessable.
7. The Common Shares issuable upon conversion of any issue of convertible
Debt Securities or Preferred Shares have been duly authorized and, when issued
and delivered upon conversion of such Debt Securities or Preferred Shares, will
be validly issued, fully paid and non-assessable.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus.
Very truly yours,
/s/ Shearman & Sterling LLP
DC/KH/DPC
JJ
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