OPINION OF LATHAM & WATKINS REGARDING TAX MATTERS

LATHAM & WATKINS



July 11, 1996





Kimco Realty Corporation
1044 Northern Boulevard
Roslyn, New York 11576

Re: $332,362,250 Aggregate Offering Price of Securities
(the "Securities") of Kimco Realty Corporation (the "Company")


Ladies and Gentlemen:

In connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by you on July 11, 1996 with the
Securities and Exchange Commission, in connection with the registration of the
Securities under the Securities Act of 1933, as amended, you have requested our
opinion concerning certain of the federal income tax consequences to the Company
of its election to be taxed as a real estate investment trust. This opinion is
based on various facts and assumptions, and is conditioned upon certain
representations made by the Company as to factual matters through a certificate
of an officer of the Company (the "Officer's Certificate"). In addition, this
opinion is based upon the factual representations of the Company concerning its
business and properties as set forth in the Registration Statement. Moreover,
we have relied, with your permission, exclusively upon the opinion of Ballard
Spahr Andrews & Ingersoll, counsel for the Company, dated July 11, 1996, with
respect to certain matters of Maryland law.

In our capacity as counsel to the Company, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion.

In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures thereon, the
legal capacity of


LATHAM & WATKINS

Kimco Realty Corporation
July 11, 1996
Page 2


natural persons executing such documents and the conformity to
authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.

Based on such facts, assumptions and representations it is our opinion
that:

1. Commencing with the Company's taxable year beginning January 1,
1992, the Company has been organized in conformity with the requirements
for qualification as a "real estate investment trust," and its proposed
method of operation, as described in the representations of the Company
referred to above, will enable it to meet the requirements for
qualification and taxation as a "real estate investment trust" under the
Internal Revenue Code of 1986, as amended (the "Code").

2. The statements in the Registration Statement set forth under the
caption "Certain Federal Income Tax Considerations to the Company of its
REIT Election" to the extent such information constitutes matters of law,
summaries of legal matters, or legal conclusions, have been reviewed by us
and are accurate in all material respects.

No opinion is expressed as to any matter not discussed herein.

This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement or
the Officer's Certificate may affect the conclusions stated herein. Moreover,
the Company's qualification and taxation as a real estate investment trust
depends upon the Company's ability to meet, through actual annual operating
results, distribution levels and diversity of stock ownership, the various
qualification tests imposed under the Code, the results of which have not been
and will not be reviewed by Latham & Watkins. Accordingly, no assurance can be
given that the actual results of the Company's operation for any one taxable
year will satisfy such requirements.


LATHAM & WATKINS

Kimco Realty Corporation
July 11, 1996
Page 3

This opinion is furnished only to you, and is solely for your use in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.

Very truly yours,
/s/ Latham & Watkins