OPINION LETTER

EXHIBIT 8

[Latham & Watkins LLP Letterhead]

June 12, 2003

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

Re: $1,000,000,000 Aggregate Offering Price of debt
securities, preferred stock, depositary shares, common
stock and common stock warrants (collectively
"Securities") of Kimco Realty Corporation (the "Company")

Ladies and Gentlemen:

In connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by you on June 12, 2003 with the
Securities and Exchange Commission, in connection with the registration of the
Securities under the Securities Act of 1933, as amended, you have requested our
opinion concerning the statements in the Registration Statement under the
caption "Material Federal Income Tax Considerations To Us Of Our REIT Election."

This opinion is based on various facts and assumptions, and is
conditioned upon certain representations made by the Company as to factual
matters through a certificate of an officer of the Company (the "Officer's
Certificate"). In addition, this opinion is based upon the factual
representations of the Company concerning its business, properties and governing
documents as set forth in the Registration Statement.

In our capacity as counsel to the Company, 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 other instruments as we have deemed
necessary or appropriate for purposes of this opinion. In our examination, we
have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents and the conformity to authentic original documents of
all documents submitted to us as copies. For the purpose of our opinion, we have
not made an independent investigation, or audit of the facts set forth in the
above-referenced documents or in the Officer's Certificate. In addition, in
rendering this opinion we have assumed the truth and accuracy of all
representations and statements made to us which are qualified as to knowledge or
belief, without regard to such qualification.

We are opining herein as to the effect on the subject
transaction only of the federal income tax laws of the United States and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of other federal laws, the laws of any state or any other jurisdiction
or as to any matters of municipal law or the laws of any other local agencies
within any state.


Based on such facts, assumptions and representations and
subject to the limitations set forth in the Registration Statement, it is our
opinion that the statements in the Registration Statement under the caption
"Material Federal Income Tax Considerations To Us Of Our REIT Election," insofar
as they purport to describe or summarize certain provisions of the agreements,
statutes or regulations referred to therein, are accurate descriptions or
summaries in all material respects.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described
above, including in the Registration Statement or the Officer's Certificate may
affect the conclusions stated herein. Moreover, the Company's qualification and
taxation as a real estate investment trust depends upon the Company's ability to
meet the various qualification tests imposed under the Internal Revenue Code of
1986, as amended, including through actual annual operating results, asset
diversification, distribution levels and diversity of stock ownership, the
results of which have not been and will not be reviewed by Latham & Watkins LLP.
Accordingly, no assurance can be given that the actual results of the Company's
operation for any one taxable year will satisfy such requirements.

This opinion is furnished to you, and is for your use in
connection with the transactions set forth in the Registration Statement upon
the understanding that we are not hereby assuming professional responsibility to
any other person whatsoever. This opinion may not be relied upon by you for any
other purpose or relied upon by any other person, firm or corporation, for any
purpose, without 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 our
name under the caption "Legal Matters" in the Registration Statement.

Very truly yours,



/s/ Latham & Watkins LLP