OPINION LETTER

[LATHAM & WATKINS LETTERHEAD]


October 8, 1997



Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042

Re: $442,000,000 Aggregate Offering Price of Securities
("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 October 6, 1997 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 October 8, 1997, 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.


Kimco Realty Corporation
October 8, 1997
Page 2


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 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 state or 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.

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


Kimco Realty Corporation
October 8, 1997
Page 3

Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement.


Very truly yours,