OPINION LETTER OF LATHAM & WATKINS

[LETTERHEAD OF LATHAM & WATKINS]

August 31, 1998

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


Re: Kimco Realty Corporation: Registration Statement
on Form S-3 (Registration No. 333-61303)


Ladies and Gentlemen:

We are acting as counsel for Kimco Realty Corporation (the
"Company") in connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by you with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the Prospectus
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"), by the Company of up to $702,989,674 aggregate offering price of
(i) one or more series of debt securities (the "Debt Securities"), (ii) one or
more classes or series of shares of preferred stock, par value $1.00 per
share (the "Preferred Stock"), (iii) shares of Preferred Stock represented by
Depositary Shares (the "Depositary Shares"), (iv) shares of Common Stock, par
value $.01 per share (the "Common Stock"), or (v) warrants to purchase Common
Stock (the "Common Stock Warrants"). The Debt Securities, Preferred Stock,
Depositary Shares, shares of Common Stock and Common Stock Warrants are
collectively referred to as the "Securities." Any Debt Securities and
Preferred Stock may be convertible into shares of Common Stock.

The Debt Securities will be issued pursuant to the indenture
dated September 1, 1993, as amended (the "Indenture"), between the Company and
IBJ Schroder Bank and Trust Company, as trustee (the "Trustee"). 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 (each, a "Depositary").




August 31, 1998
Page 2


In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities 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 the Company 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 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. With respect to the opinion set forth in paragraph
1 below, we have relied, with your permission, solely upon the opinion of
Ballard Spahr Andrews & Ingersoll, LLP insofar as such opinion is based on
Maryland law.

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

1. The Indenture has been duly and validly authorized, executed
and delivered by the Company and (assuming due authorization, execution and
delivery by the Trustee) constitutes the legally valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms.

2. When the Debt Securities have been duly established by the
Indenture (including, without limitation, the adoption by the Board of
Directors of the Company of a resolution duly authorizing the issuance and
delivery of the Debt Securities), duly authenticated



August 31, 1998
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by the Trustee and duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms and provisions of the
Indenture and as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the Debt Securities will constitute legally
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms.

3. A Deposit Agreement (when the final terms thereof have been
duly established) substantially in the form of Exhibit 4(i) to the
Registration Statement, when duly authorized, executed and delivered by the
Company, will constitute the legally valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.

4. When the Depositary Shares have been duly authorized and, when
the final terms thereof have been duly established, and when the depositary
receipts representing the Depositary Shares (the "Depositary Receipts") in the
form contemplated and authorized by a Deposit Agreement have been duly executed
and delivered by the Depositary and delivered to and paid for by the purchasers
thereof in the manner contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, and when all corporate action necessary for
the issuance of such Depositary Shares and the underlying Preferred Stock 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 such
Deposit Agreement for such Depositary Receipts.

The opinions set forth above are 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, the
discretion of the court before which any proceeding therefor may be brought;
(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; (iv) we express no opinion
concerning the enforceability of the waiver of rights or defenses contained in
Section 514 of the Indenture; and (v) we express no opinion with respect to
whether acceleration of Debt Securities may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.

To the extent that the obligations of the Company under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee
is duly qualified to engage in the activities contemplated by the Indenture;
that the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes the legal, valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance




August 31, 1998
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with its terms; that the Trustee is in compliance, generally and with respect
to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

To the extent that the obligations of the Company under each
Depositary 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 Depositary Agreement; that the Depositary
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 Depositary 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 Depositary
Agreement.

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

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

Very truly yours,


/s/ Latham & Watkins