OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL

April 30, 1999

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

Re: Registration Statement on Form S-3:
170,000 Shares of Common Stock

Ladies and Gentlemen:

We have served as Maryland counsel Kimco Realty Corporation, a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of 170,000 shares (the "Shares") of Common
Stock, $.01 par value per share, of the Company ("Common Stock") covered by the
above-referenced Registration Statement (the "Registration Statement"), under
the Securities Act of 1933, as amended (the "1933 Act"). The Shares may be
issued by the Company from time to time to holders of limited partnership
interests in Bay-Gard Ltd., a Florida limited partnership ("Bay-Gard").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Registration Statement.

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 (hereinafter collectively referred to as the "Documents"):

1. The Registration Statement, filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "1933 Act"), and the related form of prospectus contained therein;

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
relating to the issuance and registration of the Shares (the "Resolutions"),
certified as of a recent date by the Secretary of the Company;

5. A specimen of the 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 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.

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 and are enforceable in accordance with all stated
terms.

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 of the provision of any of the Documents, by action or omission of
the parties or otherwise.




5. The Shares will not be issued in violation of any restriction or
limitation contained in Article VII of the Charter.

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.

2. The Shares have been duly authorized for issuance and, when and if
issued and delivered against payment therefor and otherwise in accordance with
the Resolutions and the Registration Statement, will be (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) validly issued, fully paid and
nonassessable.

The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with the securities (or "blue sky") laws
or the real estate syndication 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 Securities
and Exchange Commission as an exhibit to the Registration Statement and,
accordingly, 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