|
|
Dentons US LLP
1221 Avenue of the Americas New York, NY 10020-1089 P +1 212 768 6700 F +1 212 768 6800
United States |
大成 Salans FMC SNR Denton McKenna Long
dentons.com
|
|
1.
|
the Registration Statement;
|
|
2.
|
the Articles of Incorporation of the Company, as amended and restated to date (as so amended and restated, the “Articles of Incorporation”);
|
|
3.
|
the By-Laws of the Company, as amended to date (as so amended, the “Bylaws”);
|
|
4.
|
corporate proceedings of the Company relating to its proposed issuance of the Securities; and
|
|
5.
|
such other instruments and documents as we have deemed relevant or necessary in connection with our opinions set forth herein.
|
|
|
One Liberty Properties, Inc.
August 13, 2026
Page 2
|
大成 Salans FMC SNR Denton McKenna Long
dentons.com
|
|
|
One Liberty Properties, Inc.
August 13, 2026
Page 3
|
大成 Salans FMC SNR Denton McKenna Long
dentons.com
|
|
1.
|
When (i) the Registration Statement has become effective under the Securities Act and (ii) an issuance of the Common Stock has been duly authorized by the Company and, upon issuance and delivery of the Common
Stock against payment therefor in accordance with the terms of such corporate proceeding taken by the Company and any applicable underwriting agreement or purchase agreement, and as contemplated by the Registration Statement and/or the
applicable prospectus supplement, or upon the exercise of any Warrants to purchase Common Stock in accordance with the terms thereof, or conversion or exchange of Preferred Stock that, by its terms, is convertible into or exchangeable for
Common Stock, or upon the exercise of any Rights to purchase Common Stock in accordance with the terms thereof and receipt by the Company of any additional consideration payable upon such conversion, exchange or exercise, as applicable, the
shares of Common Stock will be validly issued, fully paid and non-assessable.
|
|
2.
|
When (i) the Registration Statement has become effective under the Securities Act, (ii) a series of Preferred Stock has been duly authorized and established by the Company in accordance with the terms of the
Articles of Incorporation, the By-Laws and applicable law, (iii) appropriate Articles Supplementary setting forth the number of shares and the terms of any class or series of Preferred Stock to be issued by the Company have been filed with
and accepted for record by the State Department of Assessments and Taxation of Maryland and (iv) the issuance of such series of Preferred Stock has been appropriately authorized by the Company and, upon issuance and delivery of such series of
Preferred Stock against payment therefor in accordance with the terms of such corporate proceeding taken by the Company and any applicable underwriting agreement or purchase agreement, and as contemplated by the Registration Statement and/or
the applicable prospectus supplement, or upon the exercise of any Warrants for such series of Preferred Stock in accordance with the terms thereof, or upon the exercise of any Rights for Preferred Stock in accordance with the terms thereof
and receipt by the Company of any additional consideration payable upon conversion, exchange or exercise, as applicable, such series of Preferred Stock will be validly issued, fully paid and non-assessable.
|
|
3.
|
When (i) the Registration Statement has become effective under the Securities Act, (ii) the Warrants and, if applicable, a warrant agreement conforming to the description thereof in the Registration Statement
and/or the applicable prospectus supplement have been duly authorized by the Company and any such warrant agreement has been delivered by the Company and the warrant agent named therein and (iii) Warrants conforming to the requirements of any
related warrant agreement have been duly authenticated by the applicable warrant agent and the Warrants have been duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms of such corporate
proceeding taken by the Company, any applicable underwriting agreement or purchase agreement and any applicable warrant agreement, and as contemplated by the Registration Statement and/or the applicable prospectus supplement, the Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.
|
|
|
One Liberty Properties, Inc.
August 13, 2026
Page 4
|
大成 Salans FMC SNR Denton McKenna
Long
dentons.com
|
|
4.
|
When (i) the Registration Statement has become effective under the Securities Act and (ii) the Rights and, if applicable, a standby underwriting agreement conforming to the description thereof in the
Registration Statement and/or the applicable prospectus supplement have been duly authorized by the Company and any such standby underwriting agreement has been delivered by the Company and the underwriter(s) named therein, and assuming (a)
that the terms of the Rights are as described in the Registration Statement and/or the applicable prospectus supplement, (b) that the terms of the Rights do not violate any law applicable to the Company or result in a default under or breach
of any agreement or instrument binding upon the Company and (c) that the Rights are then issued as contemplated in the Registration Statement and/or the applicable prospectus supplement, the Rights will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms.
|
|
Very truly yours,
|
|
|
/s/ Dentons US LLP
|
|
|
Dentons US LLP
|