LETTER

EXHIBIT 5(a)



[LATHAM & WATKINS LLP LETTERHEAD]




June 12, 2003





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 - )


Ladies and Gentlemen:

In connection with the registration statement on Form S-3 of Kimco
Realty Corporation, a Maryland corporation (the "Registrant"), being filed by
the Registrant with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), on June 12,
2003 (the "Registration Statement"), you have requested our opinion set forth
below.

You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus, as supplemented by various Prospectus
Supplements, will provide for the offer and sale by the Registrant of up to
$1,000,000,000 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 "Warrants"). Any Debt
Securities and Preferred Stock may be convertible into shares of Common Stock.
The Debt Securities, the Preferred Stock, the Depositary Shares, the Common
Stock and the Warrants are collectively referred to herein as the "Securities."

The Debt Securities will be issued pursuant to the Indenture dated as
of September 1, 1993, as amended (the "Indenture"), between the Registrant and
The Bank of New York (as successor by merger to IBJ Schroder Bank & 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 Registrant and a financial institution identified therein as the depositary
(each, a "Depositary").



June 12, 2003
Page 2

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
Registrant in connection with the authorization, issuance and sale of the
Securities. In addition, we have examined such matters of fact and questions of
law, 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. For purposes of this opinion, we have assumed that proper proceedings in
connection with the authorization, issuance and sale of the Securities will be
timely and properly completed in the manner presently proposed, in and
accordance with all requirements of applicable federal and New York laws, the
Maryland General Corporation Law and the Registrant's charter and bylaws.

As to facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or written
statements and representations of officers and other representatives of the
Registrant and others. We have not independently verified such factual matters.

We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States and 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. Various
issues pertaining to Maryland law are addressed in the opinion of Venable,
Baetjer and Howard, LLP, separately provided to you. We express no opinion with
respect to those matters herein, and to the extent elements of those opinions
are necessary to the conclusions expressed herein, we have, with your consent,
assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:

(1) Assuming the execution, delivery and performance of the Indenture
have been duly authorized by all necessary corporate action of the Registrant,
and the Indenture has been duly executed and delivered by the Registrant, the
Indenture constitutes a legally valid and binding agreement of the Registrant,
enforceable against the Registrant in accordance with its terms.

(2) When the Debt Securities have been duly authorized by all necessary
corporate action of the Registrant and have been duly established in accordance
with the Indenture, and when the Debt Securities have been duly executed,
issued, authenticated and delivered by or on behalf of the Registrant against
payment therefor in accordance with the Indenture in the manner contemplated by
the Registration Statement and/or the applicable Prospectus Supplement, the Debt
Securities will be legally valid and binding obligations of the Registrant,
enforceable against the Registrant in accordance with their terms.

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June 12, 2003
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(3) When the execution, delivery and performance of a Deposit Agreement
(when the final terms thereof have been duly established) substantially in the
form of Exhibit 4(i) to the Registration Statement has been duly authorized by
all necessary corporate action of the Registrant, and when such Deposit
Agreement is duly executed and delivered by the Registrant, such Deposit
Agreement will constitute a legally valid and binding agreement of the
Registrant, enforceable against the Registrant in accordance with its terms.

(4) When the Depositary Shares have been duly authorized by all
necessary corporate action of the Registrant and 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, issued, authenticated
and delivered by or on behalf of the Registrant against payment therefor 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 Registrant, the holders of the
Depositary Receipts will be entitled to the rights specified therein and in such
Deposit Agreement for such Depositary Receipts.

The opinions expressed in paragraphs (1), (2), (3) and (4) above are
further subject to the following limitations, qualifications and exceptions: (i)
the effect of bankruptcy, insolvency, reorganization, preference, fraudulent
transfer, moratorium or other similar laws relating to or affecting the rights
or remedies of creditors; (ii) the effects of general principles of equity,
whether considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief), concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion of
the court before which a proceeding is brought; (iii) the unenforceability under
certain circumstances under law or court decisions of provisions for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; (iv) we
express no opinion concerning the enforceability of the waiver of rights or
defenses contained in Section 514 of the Indenture; (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; and (vi) the
unenforceability of any provisions requiring the payment of attorneys' fees,
where such payment is contrary to law or public policy.

With your consent, we have assumed 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; the Trustee has the requisite power
and authority to execute and deliver the Indenture and to perform its
obligations under the Indenture; the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the Trustee's legally
valid and binding obligation, enforceable against the Trustee in accordance with
its terms; and that the Trustee is in compliance, generally and with respect to
acting as a trustee under the Indenture, with all applicable laws and
regulations.


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June 12, 2003
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With your consent, we have assumed for purposes of this opinion that:
the Depositary under each Depositary Agreement is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; the Depositary has the requisite power and authority to execute
and deliver the Depositary Agreement and to perform its obligations under the
Depositary Agreement; the Depositary Agreement has been duly authorized,
executed and delivered by the Depositary and constitutes the Depositary's
legally valid and binding obligation, enforceable against the Depositary in
accordance with its terms; and that the Depositary is in compliance, generally
and with respect to acting as a depositary under the Depositary Agreement, with
all applicable laws and regulations.

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 may not be relied upon by you for any other purpose
without our prior written consent.

Very truly yours,

/s/ Latham & Watkins LLP



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