OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP

EXHIBIT 5.1

Opinion of Ballard Spahr Andrews & Ingersoll, LLP

June 7, 2001

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

Re: Registration Statement on Form S-8: 1998 Equity Participation Plan

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 3,000,000 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"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "1933
Act"). The Shares are to be issued by the Company pursuant to the Company's 1998
Equity Participation Plan (the "Plan").

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"):

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;

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");

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

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

Resolutions adopted by the Board of Directors of the Company
relating to (i) the approval of the Plan and (ii) the issuance and
registration of the Shares, certified as of the date hereof by an
officer of the Company;

Resolutions adopted by the stockholders of the Company relating
to the approval of the Plan, certified as of the date hereof by the
Secretary of the Company;

A certificate executed by an officer of the Company, dated as of
the date hereof;

The Plan; and

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 Shares will not be transferred in violation of any restriction or
limitation contained in the Charter.

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

2. 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.

3. The Shares have been duly authorized for issuance pursuant to the
Plan and, when and if issued and delivered against payment therefor in
the manner described in the Plan, 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 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.

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,

BALLARD SPAHR ANDREWS & INGERSOLL, LLP