EXHIBIT 5B

EXHIBIT 5(b)

[Ballard, Spahr, Andrews & Ingersoll, LLP Letterhead]


April 30, 2001


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

Re: Kimco Realty Corporation: Registration Statement on Form S-3
filed with the Securities and Exchange Commission on or
about May 1, 2001
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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
$750,000,000 (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.

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 Indenture, dated as of September 1, 1993, by and
between the Company and IBJ Schroder Bank and Trust Company, as trustee (the
"Indenture");

3. 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");

4. The Bylaws of the Company, certified as of the date hereof
by an officer of the Company;

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

6. 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 the date hereof by an officer of the Company (the
"Resolutions");

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7. A certificate executed by an officer 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 below, subject to the
assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed 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.

4. Any Documents submitted to us as originals are authentic.
Any 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 representations, warranties, statements and information contained in the
Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any
provision of any 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").

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. 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 the sum of (a) all shares of Common Stock issued as of the date
hereof, (b) any shares of Common Stock issued between the date hereof and the
date on which any of the Common Securities are actually issued (not including
any of the Common Securities), and (c) the Common Securities will not exceed the
total number of shares of Common Stock that the Company is then authorized to
issue, the Common Securities will be 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.

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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 the sum of (a) all shares of Preferred Stock issued as of the
date hereof, (b) any shares of Preferred Stock issued between the date hereof
and the date on which any of the Preferred Securities are actually issued (not
including any of the Preferred Securities), and (c) the Preferred Securities
will not exceed the total number of shares of Preferred Stock that the Company
is then authorized to issue, the Preferred Securities will be 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 (the "Represented Preferred Stock") 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 and
assuming that the sum of (a) all shares of Preferred Stock issued as of the date
hereof, (b) any shares of Preferred Stock issued between the date hereof and the
date on which any of such shares of Represented Preferred Stock are delivered to
the Depositary by the Company are actually issued (not including the Represented
Preferred Stock), and (c) the Represented Preferred Stock will not exceed the
total number of shares of Preferred Stock that the Company is then authorized to
issue, such shares of Represented 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, the issuance of the Debt Securities
will be duly authorized by all necessary corporate action.

7. The execution, delivery and performance by the Company of
the Indenture has been 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. We
express no opinion as to compliance with federal or state securities laws
including the securities laws of the State of Maryland. 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 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 (other than Latham & Watkins, counsel to the Company, in connection with
its opinion to be issued in connection with the Registration Statement) without,
in each instance, our prior written consent.

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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




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