S-2MEF

                              RULE 111 CERTIFICATE

         I, Charles J. Urstadt, certify that I am the Chairman and Chief
Executive Officer of Urstadt Biddle Properties Inc., a Maryland corporation (the
"Company"), and that, as such, I am authorized to execute this certificate on
behalf of the Company, and in connection with the Rule 462(b) Registration
Statement filed by the Company on October 26, 2001, do hereby further certify
that:

         1. The Company has instructed its bank to wire the filing fee of
$2,139 by the close of business on October 26, 2001;

         2. The Company will not revoke such instructions; and

         3. The Company has sufficient funds in such account to cover the amount
of such filing fee.

         IN WITNESS WHEREOF, I have executed this Certificate as of the 25th day
of October, 2001.

                                       Urstadt Biddle Properties Inc.


                                       By:/s/ Charles J. Urstadt
                                          ------------------------------
                                          Charles J. Urstadt
                                          Chairman and Chief Executive
                                          Officer

         The undersigned, being the President and Chief Operating Officer of the
Company, does hereby certify that Charles J. Urstadt is the duly elected and
acting Chairman and Chief Executive Officer of the Company and the above
signature of such officer is his true and correct signature.


                                       Urstadt Biddle Properties Inc.


                                       By:/s/ Willing L. Biddle
                                          --------------------------------
                                          Willing L. Biddle
                                          President and Chief Operating Officer

EX-5.1

                        [MILES & STOCKBRIDGE LETTERHEAD]




                                                                     Exhibit 5.1

                                               October 25, 2001

Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933
(the "Act") of 920,000 shares of Class A Common Stock, par value $0.01 per
share (the "Class A Shares"), of Urstadt Biddle Properties Inc., a Maryland
corporation (the "Company"), on its 462(b) Registration Statement on Form S-2
(No. 333-     ) (the "Registration Statement"), we have examined such records,
certificates and documents as we deemed necessary for the purpose of this
opinion. Based on that examination, we advise you that in our opinion the Class
A Shares have been duly and validly authorized and, when issued upon the terms
set forth in the Registration Statement, will be legally issued, fully paid and
non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth in
this letter and no other opinion should be inferred beyond the matters expressly
stated.

                                                     Very truly yours,

                                                     Miles & Stockbridge P.C.

                                                     By:/s/ J.W. Thompson Webb
                                                        ----------------------
                                                          Principal

EX-8.1

                                                                     Exhibit 8.1

COUDERT BROTHERS LLP
ATTORNEYS AT LAW                  NORTH AMERICA
                                  DENVER, LOS ANGELES, MONTREAL,
1114 AVENUE OF THE AMERICAS       NEW YORK, PALO ALTO, SAN FRANCISCO, SAN JOSE,
NEW YORK, NY 10036-7703           WASHINGTON
TEL: (212) 626-4400
FAX: (212) 626-4120               EUROPE
WWW.COUDERT.COM                   ANTWERP, BERLIN, BRUSSELS, FRANKFURT, GHENT,
                                  LONDON, MILAN, MOSCOW, MUNICH, PARIS,
                                  ST. PETERSBURG

                                  ASIA/PACIFIC
                                  ALMATY, BANGKOK, BEIJING, HONG KONG, JAKARTA,
                                  SINGAPORE, SYDNEY, TOKYO

                                  ASSOCIATED OFFICES
                                  BUDAPEST, MEXICO CITY, PRAGUE, ROME, SHANGHAI,
                                  STOCKHOLM

October 25, 2001

Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut  06830

                         Urstadt Biddle Properties Inc.
                  Qualification as Real Estate Investment Trust

Ladies and Gentlemen:

         We have acted as counsel to Urstadt Biddle Properties Inc., a Maryland
real estate investment trust (the "Company"), in connection with the preparation
of a Form S-2 registration statement, File No. 333 - 69858 (the "Registration
Statement") and a Rule 462(b) registration statement on Form S-2 in connection
therewith (the "Rule 462(b) Registration Statement"), filed with the Securities
and Exchange Commission ("SEC") with respect to the public offering and sale by
the Company of shares of the Class A Common Stock (the "Offered Shares"), par
value $0.01 per share, of the Company . You have requested our opinion regarding
certain U.S. federal income tax matters.

         In connection with the opinions rendered below, we have examined the
following:

         1)   the Company's Amended and Restated Articles of Incorporation, as
              filed with the State Department of Assessments and Taxation of
              Maryland on January 30, 1997;

         2)   the Company's Bylaws;

         3)   the Registration Statement and the Rule 462(b) Registration
              Statement;

         4)   the Partnership Agreements for each partnership (or other entity,
              such as a limited liability company, which normally is classified
              as a partnership for U.S. Federal income tax purposes) in which
              the Company has owned an interest after October 31, 1997 (the
              "Partnerships"); and

         5)   such other documents as we have deemed necessary or appropriate
              for purposes of this opinion.

         In connection with the opinions rendered below, we have assumed
generally that:



                                                            COUDERT BROTHERS LLP
October 25, 2001
Page 2 of 3
--------------------------------------------------------------------------------

         1. Each of the documents referred to above has been duly authorized,
executed and delivered; is authentic, if an original, or is accurate, if a copy;
and has not been amended.

         2. During the Company's fiscal year ended October 31, 1998, and
subsequent fiscal years, the Company, the Partnerships and the corporations in
which the Company owns an interest (the "Corporations") have operated and will
continue to operate in such a manner that makes and will continue to make the
representations contained in a certificate, dated as of the date hereof and
executed by a duly appointed officer of the Company (the "Officer's
Certificate"), true for such years.

         3. No amendments to the organizational documents of the Company, the
Partnerships and the Corporations will be made after the date of this opinion
that would affect the Company's qualification as a real estate investment trust
(a "REIT") for any taxable year.

         4. No action will be taken by the Company, the Partnerships or the
Corporations after the date hereof that would have the effect of altering the
facts upon which the opinions set forth below are based.

         In connection with the opinions rendered below, we also have relied
upon the correctness of the representations contained in the Officer's
Certificate. Where such factual representations contained in the Officer's
Certificate involve terms defined in the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury regulations thereunder (the "Regulations"),
published rulings of the Internal Revenue Service (the "Service"), or other
relevant authority, we have explained such terms to the Company's
representatives and are satisfied that the Company's representatives understand
such terms so as to enable them to accurately make such factual representations.

         Based solely on the documents and assumptions set forth above, the
representations set forth in the Officer's Certificate, the discussion in the
Registration Statement under the caption "Federal Income Tax Consequences of Our
Status as a REIT" (which is incorporated herein by reference), and without
further investigation, we are of the opinion that:

         (a)  the Company qualified to be taxed as a REIT pursuant to sections
              856 through 860 of the Code, for its fiscal years ended October
              31, 1998 through October 31, 2000, and the Company's organization
              and current and proposed method of operation will enable it to
              continue to qualify as a REIT for its fiscal year ending October
              31, 2001, and in the future;

         (b)  the Partnerships were classified as, and were treated as,
              partnerships for U.S. Federal income tax purposes for the
              Company's fiscal year ended October 31, 1998, and subsequent
              fiscal years; and

         (c)  the description of the law and the legal conclusions contained in
              the Registration Statement under the caption "Federal Income Tax
              Consequences of Our Status as a REIT", which are incorporated by
              reference in the Rule 462(b) Registration Statement, are correct
              in all material respects, and the discussion




                                                            COUDERT BROTHERS LLP
October 25, 2001
Page 3 of 3
--------------------------------------------------------------------------------

              thereunder fairly summarizes the federal income tax considerations
              that are likely to be material to a holder of the Offered Shares.

         Except as described herein, we have performed no further due diligence
and have made no efforts to verify the accuracy and genuineness of the documents
and assumptions set forth above, or the representations set forth in the
Officer's Certificate. We will not review on a continuing basis the Company's
compliance with the documents or assumptions set forth above, or the
representations set forth in the Officer's Certificate. Accordingly, no
assurance can be given that the actual results of the Company's operations for
its fiscal year ending October 31, 2001, and subsequent fiscal years will
satisfy the requirements for qualification and taxation as a REIT.

         The foregoing opinions are based on current provisions of the Code and
the Regulations, published administrative interpretations thereof, and published
court decisions. The Service has not issued Regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.

         We hereby consent to the filing of this opinion as an exhibit to the
Rule 462(b) Registration Statement and to the use of our name as it appears
under the captions "Federal Income Tax Consequences of Our Status as a REIT" and
"Legal Opinions" in the Registration Statement, which are incorporated by
reference in the Rule 462(b) Registration Statement. In giving this consent, we
do not admit that we are in the category of persons whose consent is required by
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder by the SEC.

         The foregoing opinions are limited to the U.S. federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
other country, or any state or locality. We undertake no obligation to update
the opinions expressed herein after the date of this letter. This opinion letter
is solely for the information and use of the addressee, and it may not be
distributed, relied upon for any purpose by any other person, quoted in whole or
in part or otherwise reproduced in any document, or filed with any governmental
agency without our express written consent.

                                                 Very truly yours,

                                                 /s/ Coudert Brothers LLP

                                                 Coudert Brothers LLP

EX-23.1

                                                                    EXHIBIT 23.1




CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS





As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated December 13, 2000, except for
note 14 as to which the date is January 5, 2001, included in Urstadt Biddle
Properties Inc.'s Form 10-K for the year ended October 31, 2000 and to all
references to our Firm included in this registration statement.




/s/ Arthur Anderson LLP
------------------------
Arthur Andersen LLP
New York, New York
October 25, 2001