OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP

[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]


August 31, 1998

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

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

Ladies and Gentlemen:

We have served as Maryland counsel to Kimco Realty
Corporation, a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of the following
securities of the Company having an aggregate initial offering price of up to
$702,989,674 (collectively, the "Securities"): (a) debt securities ("Debt
Securities"), (b) shares of Preferred Stock, par value $1.00 per share, of the
Company ("Preferred Stock"), (c) depositary receipts ("Depositary Shares")
representing shares of Preferred Stock, (d) shares of Common Stock, par value
$.01 per share, of the Company ("Common Stock") and (e) warrants to purchase
shares of Common Stock ("Warrants"), covered by the above-referenced
Registration Statement (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to them in the
Registration Statement.


Kimco Realty Corporation
August 31, 1998
Page 2

In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):

1. The Registration Statement and the related form of
prospectus included therein in the form in which it was transmitted to the
Commission under the 1933 Act;

2. The charter of the Company (the "Charter"), certified as of
a recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");

3. The Bylaws of the Company, certified as of a
recent date by its Secretary;

4. Resolutions adopted by the Board of Directors of the
Company (the "Board") relating to the sale, issuance and registration of the
Securities, certified as of a recent date by the Secretary of the Company (the
"Resolutions");

5. The form of certificate representing a share of Common
Stock, certified as of a recent date by the Secretary of the Company;

6. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;

7. A certificate executed by the Secretary of the Company,
dated as of the date hereof; and

8. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:

1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.



Kimco Realty Corporation
August 31, 1998
Page 3

2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding.

4. All Documents submitted to us as originals are authentic.
All Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
There has been no oral or written modification or amendment to the Documents, or
waiver of any provision of the Documents, by action or omission of the parties
or otherwise.

5. The Securities will not be transferred in violation of any
restriction or limitation contained in the Charter.

6. In accordance with the Resolutions, the issuance of, and
certain terms of, the Securities to be issued by the Company from time to time
will be approved by the Board or a duly authorized committee thereof in
accordance with the Maryland General Corporation Law (with such approval
referred to herein as the "Corporate Proceedings").

The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.

Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.



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August 31, 1998
Page 4

2. Upon the completion of all Corporate Proceedings relating
to the Securities that are shares of Common Stock (including shares of Common
Stock which may be issued upon conversion of Debt Securities or shares of
Preferred Stock) (the "Common Securities") and the due execution,
countersignature and delivery of certificates representing Common Securities and
assuming that upon any such issuance the total number of shares of Common Stock
issued and outstanding will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue under the Charter, the Common
Securities are duly authorized and, if and when delivered against payment
therefor in accordance with the Resolutions and the Corporate Proceedings, will
be validly issued, fully paid and nonassessable.

3. Upon the completion of all Corporate Proceedings relating
to the Securities that are shares of Preferred Stock (including shares of
Preferred Stock which may be issued upon conversion of Debt Securities or other
shares of Preferred Stock) (the "Preferred Securities") and the due execution,
countersignature and delivery of certificates representing Preferred Securities
and assuming that upon any such issuance the total number of issued and
outstanding shares of the class or series of Preferred Stock then being issued
will not exceed the total number of shares of Preferred Stock of such class or
series that the Company is then authorized to issue under the Charter, the
Preferred Securities are duly authorized and, if and when delivered against
payment therefor in accordance with the Resolutions and the Corporate
Proceedings, will be validly issued, fully paid and nonassessable.

4. Upon the completion of all Corporate Proceedings relating
to the Securities that are Warrants, the issuance of the Warrants will be duly
authorized by all necessary corporate action.

5. Upon the completion of all Corporate Proceedings relating
to the Securities that are Depositary Shares, the issuance of the Depositary
Shares will be duly authorized by all necessary corporate action and when
certificates representing shares of Preferred Stock to be represented by
Depositary Shares are duly executed and delivered to the Depositary by the
Company against payment therefor in accordance with the applicable Deposit
Agreement in the manner contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, such



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August 31, 1998
Page 5

shares of Preferred Stock will be validly issued, fully paid and nonassessable.

6. Upon the completion of all Corporate Proceedings relating
to the Securities that are Debt Securities, (i) the execution, delivery and
performance of the Indenture will have been duly authorized by all necessary
corporate action and (ii) the issuance of the Debt Securities will have been
duly authorized by all necessary corporate action.

The foregoing opinion is limited to the laws of the State of
Maryland and we do not express any opinion herein concerning any other law. The
opinion expressed herein is subject to the effect of judicial decisions which
may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to compliance with the
securities (or "blue sky") laws of the State of Maryland.

We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement. Accordingly, it may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.

Very truly yours,


/s/ Ballard Spahr Andrews & Ingersoll,LLP