OPINION OF COUNSEL

EXHIBIT 5.1
[LETTERHEAD OF BROWN & WOOD LLP]

May 14, 1998

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

Ladies and Gentlemen:

This opinion is rendered in connection with the filing by Kimco
Realty Corporation, a Maryland corporation ("Kimco"), of a Registration
Statement on Form S-4 (the "Registration Statement") with the Securities
and Exchange Commission relating to the registration under the Securities
Act of 1933, as amended, of its common stock, par value $.01 per share
(the "Kimco Common Stock"), and depositary shares (the "Kimco Class D
Depositary Shares"), each of which represents a one-tenth fractional
interest in a new issue of 7.5% Class D Cumulative Convertible Preferred
Stock, liquidation preference $250.00 per share (the "Kimco Class D
Preferred Stock"), in connection with the proposed merger of REIT Sub
Inc., a Maryland corporation and a wholly owned subsidiary of Kimco, and
The Price REIT Inc., a Maryland corporation, pursuant to an Agreement and
Plan of Merger dated as of January 13, 1998, as amended as of March 5,
1998 and April , 1998 (the "Merger Agreement"), and the transactions
related thereto.

In our capacity as your counsel in connection with such
Registration Statement, we are familiar with the proceedings taken and
proposed to be taken by Kimco in connection with the authorization and
issuance of the Kimco Common Stock and Kimco Class D Depositary Shares
and, for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed. In addition, 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 instruments, as
we have deemed necessary or appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all
documents submitted to us as copies.

We have been furnished with, and with your consent have relied
upon, certificates of officers of Kimco with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates
and assurances from public officials as we have deemed necessary.

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


Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:

1. The shares of Kimco Common Stock issuable pursuant to the Merger
Agreement have been duly authorized. Upon adoption by the Board of Directors
of Kimco of a resolution in form and content as required by applicable law
and upon issuance and delivery of such shares in the manner contemplated
by the Merger Agreement and by such resolution, such shares of Kimco Common
Stock will be validly issued, fully paid and nonassessable.

2. Kimco has the authority pursuant to its charter to issue up
to 700,000 shares of Kimco Class D Preferred Stock and 700,000 shares of
Kimco Class D Excess Preferred Stock. When a series of preferred stock has
been duly reclassified in accordance with the terms of Kimco's charter and
applicable law, and upon adoption by the Board of Directors of Kimco of a
resolution in form and content as required by applicable law and upon
issuance and delivery of such shares in the manner contemplated by the
Merger Agreement and by such resolution, such shares of Kimco Class D
Preferred Stock will be validly issued, fully paid and nonassessable.



3. The Deposit Agreement between Kimco and BankBoston, N.A.
(the "Depositary") (when the final terms thereof have been duly
established), in the form of Exhibit 4.16 to the Registration Statement
(the "Deposit Agreement"), constitutes the legally valid and binding
agreement of Kimco, enforceable against Kimco in accordance with its
terms.

4. The Kimco Class D Depositary Shares have been duly
authorized and when the depositary receipts representing the Depositary
Shares (the "Depositary Receipts") in the form contemplated and
authorized by the Deposit Agreement have been duly executed and
delivered by the Depositary and delivered in the manner contemplated by
the Merger Agreement, and when all corporate action necessary for the
issuance of such Kimco Class D Depositary Shares and the underlying
Kimco Class D Preferred Stock has been taken, such Kimco Class D
Depositary Shares will be validly issued and will entitle the holders
thereof to the rights specified in the Depositary Receipts and such
Deposit Agreement for such Depositary Receipts.

The opinion set forth above in paragraph 3 is subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or law,
and the discretion of the court before which any proceeding therefor may be
brought; and (iii) the unenforceability under certain circumstances under law
or court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy.



To the extent that the obligations of Kimco under the Deposit
Agreement may be dependent upon such matters, we assume for purposes of
this opinion that the Depositary is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; that
the Depositary is duly qualified to engage in the activities contemplated
by the Deposit Agreement; that the Deposit Agreement has been duly
authorized, executed and delivered by the Depositary and constitutes the
legal, valid and binding obligation of the Depositary, enforceable
against the Depositary in accordance with its terms; that the Depositary
is in compliance, generally and with respect to acting as a Depositary
under the Deposit Agreement, with all applicable laws and regulations;
and that the Depositary has the requisite organizational and legal power
and authority to perform its obligations under the Deposit Agreement.

We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Joint Proxy Statement/Prospectus included therein.

This opinion is rendered to you and is for your benefit in
connection with the transactions covered hereby. This opinion may not be
furnished to, or quoted by, any other person without our prior written consent.

Very truly yours,

/s/ Brown & Wood LLP

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