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: $702,989,674 Aggregate Offering Price of Securities
("Securities") of Kimco Realty Corporation (the "Company")


Ladies and Gentlemen:

We have acted as tax counsel to the Company in connection with
its sale of the Securities pursuant to a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
filed with the Securities and Exchange Commission on August _, 1998 (including
each document incorporated by reference therein, the "Registration Statement").

You have requested our opinion concerning the statements in the
Registration Statement under the caption "Certain Federal Income Tax
Considerations to the Company of its REIT Election." 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,
properties and governing documents as set forth in the Registration Statement.

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




Kimco Realty Corporation
August 31, 1998
Page 2

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
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 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 rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. 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 representations
described above, including 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.




Kimco Realty Corporation
August 31, 1998
Page 3

This opinion is furnished to you, and is solely for your use in
connection with the transactions set forth in the Registration Statement. 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. 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