OPINION LETTER

Exhibit 5(b)


[Venable, Baetjer and Howard, LLP Letterhead]


June 12, 2003


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

Re: Kimco Realty Corporation

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 $1,000,000,000
(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 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")
on or about June 12, 2003. 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 The Bank of New York (as successor by merger to IBJ Schroder Bank &
Trust Company) (the "Indenture");



Kimco Realty Corporation
June 12, 2003
Page 2


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");

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. 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 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.


Kimco Realty Corporation
June 12, 2003
Page 3


5. The Securities will not be issued or 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 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 Registration Statement, the Resolutions and the Corporate Proceedings,
will be validly issued, fully paid and nonassessable.

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 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 Registration Statement, 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.



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June 12, 2003
Page 4

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 upon completion of
all Corporate Proceedings relating to the Securities that are Preferred Stock to
be represented by Depositary Shares (the "Represented Preferred Stock") 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, the Represented Preferred Stock will be duly authorized, and if 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, the Corporate Proceedings
and the Resolutions, 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.

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/ Venable, Baetjer and Howard, LLP