EXHIBIT 5A

EXHIBIT 5(a)

[Latham & Watkins Letterhead]


April 30, 2001

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


Re: Kimco Realty Corporation: Registration Statement
on Form S-3 (Registration No. 333- )
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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 the Company 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") up to $750,000,000 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 and shares
of Common Stock 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").

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 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.

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We are opining herein as to the effect on the subject
transaction only of 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 authorization,
execution and delivery of the Indenture, we have relied, with your permission,
solely upon the opinion of Ballard Spahr Andrews & Ingersoll, LLP insofar as
such matters are 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. Assuming the due authorization, execution and delivery
thereof by the Company and the Trustee, the Indenture 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 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, 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 has been taken by the Company, the
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
the 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 that portion of the stated principal
amount thereof that might be determined to constitute unearned interest thereon.

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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 legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance 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
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 legally valid, binding and
enforceable 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 Prospectus.

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



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