-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXCMxhEpc9UyBNhzsiSJXUsIixbqIjGNYwhnoXT56TUJ3uEIFKFd4mWDnuvMFnN2 3jpniUoOqoR97sau7QVyzw== 0000910643-99-000093.txt : 19990615 0000910643-99-000093.hdr.sgml : 19990615 ACCESSION NUMBER: 0000910643-99-000093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990611 EFFECTIVENESS DATE: 19990611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80539 FILM NUMBER: 99645131 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123332300 MAIL ADDRESS: STREET 1: 610 FIFTH AVENUE SEVENTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 S-8 1 As filed with the Securities and Exchange Commission on June 11, 1999 Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WELLSFORD REAL PROPERTIES, INC. (Exact name of issuer as specified in its charter) Maryland 13-3926898 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 535 Madison Avenue, 26th Floor New York, New York 10022 (212) 838-3400 (Address, including zip code and telephone number of principal executive offices) Wellsford Real Properties, Inc. Rollover Stock Option Plan Wellsford Real Properties, Inc. 1997 Management Incentive Plan Wellsford Real Properties, Inc. 1998 Management Incentive Plan (Full title of the Plans) _________________________ Edward Lowenthal Chief Executive Officer Wellsford Real Properties, Inc. 535 Madison Avenue, 26th Floor New York, New York 10022 (Name, address, including zip code, of agent for service) (212) 838-3400 (Telephone number, including area code, of agent for service) _________________________ Copies to: Alan S. Pearce, Esq. Robinson Silverman Pearce Aronsohn & Berman LLP 1290 Avenue of the Americas New York, New York 10104 Approximate date of proposed sale to public: From time to time after the effective date of this Registration Statement CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------- Title of Proposed Each Maximum Proposed Class of Offering Maximum Amount Securities Amount Price Aggregate of to be to be Per Offering Registration Registered Registered(1)(2) Share(3) Price Fee - --------------------------------------------------------------------------- Common Stock, par value $.01 per share(4) 1,326,235 $10.128(7) $13,432,752.59 $3,734.31 - --------------------------------------------------------------------------- Common Stock, par value $.01 per share(5) 1,750,000 $13.708(8) $23,990,336.56 $6,669.31 - --------------------------------------------------------------------------- Common Stock, par value $.01 per share(6) 2,000,000 $11.38(9) $22,760,485.00 $6,327.42 ---------- ---------- ---------- - --------------------------------------------------------------------------- (1) The maximum number of shares as to which options or awards may be granted under the employee benefit plans referred to above. (2) Pursuant to Rule 416, this Registration Statement is deemed to include additional shares of Common Stock issuable under the terms of the Plans to prevent dissolution resulting from any future stock split, stock dividend or similar transaction. (3) Estimated solely for the purpose of calculating the registration fee. (4) Represents the numbers of shares of Common Stock issuable under Wellsford's Rollover Stock Option Plan. (5) Represents the numbers of shares of Common Stock issuable under Wellsford's 1997 Management Incentive Plan. (6) Represents the numbers of shares of Common Stock issuable under Wellsford's 1998 Management Incentive Plan. (7) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. Accordingly, the Proposed Maximum Offering Price per share of the Common Stock offered hereunder pursuant to the Wellsford Rollover Stock Option Plan is a weighted average price based on 1,326,235 shares of Common Stock reserved for issuance under such plan that are subject to options already granted and outstanding as of June 10, 1999, at an average weighted exercise price of $10.128 per share. (8) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. Accordingly, the Proposed Maximum Offering Price per share of the Common Stock offered hereunder pursuant to the Wellsford 1997 Management Incentive Plan is a weighted average price based on (i) 23,625 shares of Common Stock reserved for issuance under such plan that are not currently subject to outstanding stock options, at a price per share of $9.5625, which is the average of the highest and lowest prices per share reported on the American Stock Exchange on June 10, 1999 and (ii) the exercise price of 1,726,375 shares of Common Stock reserved for issuance under such plan that are subject to options already granted and outstanding as of June 10, 1999. (9) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. Accordingly, the Proposed Maximum Offering Price per share of the Common Stock offered hereunder pursuant to the Wellsford 1998 Management Incentive Plan is a weighted average price based on (i) 1,348,000 shares of Common Stock reserved for issuance under such plan that are not currently subject to outstanding stock options, at a price per share of $9.5625, which is the average of the highest and lowest prices per share reported on the American Stock Exchange on June 10, 1999 and (ii) the exercise price of 652,000 shares of Common Stock reserved for issuance under such plan that are subject to options already granted and outstanding as of June 10, 1999. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S- 8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Securities and Exchange Commission (the "SEC") allows Wellsford Real Properties, Inc. (the "Company") to "incorporate by reference" the information the Company files with the SEC, which means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this registration statement, and information that the Company files later with the SEC will automatically update and supersede this information. The Company incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. 1 The Company's Annual Report on Form 10-K for the year ended December 31, 1998, filed with the SEC on March 31, 1999. 2. The Company's Quarterly Report on Form 10-Q, filed with the SEC on May 14, 1999; 3 The Company's Current Report on Form 8-K, filed with the SEC on May 10, 1999; 4 The Company's Annual Proxy Statement, filed on Definitive Schedule 14A with the SEC on April 23, 1999; and 5. The description of the Company's Common Stock, par value $.01 per share (the "Common Stock") contained in the Company's Registration Statement on Form 10 (File No. 001-12917) filed with the SEC on April 23, 1997, and the documents incorporated therein by reference, as amended by Amendment No. 1 on Form 10/A, filed with the SEC on May 21, 1997, and Amendment No. 2 on Form 10/A filed with the SEC on May 28, 1997. You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting the Company at the following address: Edward Lowenthal Chief Executive Officer Wellsford Real Properties, Inc. 535 Madison Avenue, 26th Floor New York, New York 10022 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Maryland General Corporation Law ("MGCL") permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Company's Articles of Amendment and Restatement, filed on May 30, 1997 with the Maryland State Department of Assessments and Taxation (the "SDAT"), as supplemented by two separate Articles Supplementary filed on May 30, 1997 with the SDAT (the "Wellsford Charter"), contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law. The Wellsford Charter authorizes the Company, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of the Company, and at the request of the Company, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise as a director, officer, partner, trustee, manager or member of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Company. The Bylaws of the Company ("Bylaws") obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Company and at the request of the Company, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise as a director, officer, partner, trustee, manager or member of such corporation, real estate investment trust partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The Wellsford Charter and Bylaws also permit the Company to indemnify and advance expenses to any person who served a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company. The MGCL requires a corporation (unless its charter provides otherwise, which the Wellsford Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation as authorized by the Bylaws and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. The Company maintains a standard policy of officers' and directors' liability insurance. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-11 (File No. 333- 32445) filed with the SEC on July 30, 1997). 4.2 Articles Supplementary Classifying 335,000 Shares of Common Stock as Class A Common Stock (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.3 Articles supplementary Classifying 2,000,000 Shares of Common Stock as Series A % Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.5 Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A Amendment No. 2 (File No. 001-12917) filed with the SEC on May 28, 1997). 4.6 Specimen certificate for Class A Common Stock (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S- 11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.7 Specimen certificate for Series A 8% Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.8 Wellsford Real Properties, Inc. Rollover Plan (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997). 4.9 Wellsford Real Properties, Inc. 1997 Management Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997). 4.10 Wellsford Real Properties, Inc. 1998 Management Incentive Plan (incorporated by reference to Exhibit 10.81 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 001-12917) filed with the SEC on March 31, 1998). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the legality of the shares of Common Stock being registered hereby. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement). Item 9. Undertakings. The undersigned registrant hereby undertakes: (a) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 11th day of June, 1999. WELLSFORD REAL PROPERTIES, INC. By: /s/ Jeffrey H. Lynford ------------------------------- Jeffrey H. Lynford Chairman of the Board, Secretary and Director SIGNATURES/ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jeffrey H. Lynford and Edward Lowenthal and each and any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Jeffrey H. Lynford Chairman of the Board, June 11, 1999 - ----------------------------- Secretary and Director Jeffrey H. Lynford /s/ Edward Lowenthal President, Chief Executive June 11, 1999 - ----------------------------- Officer and Director Edward Lowenthal (Principal Executive Officer) /s/ Gregory F. Hughes Chief Financial Officer June 11, 1999 - ----------------------------- (Principal Financial and Gregory F. Hughes Accounting Officer) /s/ Rodney F. Du Bois Vice Chairman of the Board, June 11, 1999 - ----------------------------- Chief Operating Officer and Rodney F. Du Bois Director /s/ Richard S. Frary Director June 11, 1999 - ----------------------------- Richard S. Frary /s/ Frank J. Hoenemeyer Director June 11, 1999 - ----------------------------- Frank J. Hoenemeyer /s/ Frank J. Sixt Director June 11, 1999 - ----------------------------- Frank J. Sixt /s/ Douglas Crocker II Director June 11, 1999 - ----------------------------- Douglas Crocker II /s/ Mark S. Germain Director June 11, 1999 - ----------------------------- Mark S. Germain EXHIBIT INDEX Exhibit Number Exhibit - ---------- --------- 4.1 Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.2 Articles Supplementary Classifying 335,000 Shares of Common Stock as Class A Common Stock (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.3 Articles supplementary Classifying 2,000,000 Shares of Common Stock as Series A % Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.5 Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A Amendment No. 2 (File No. 001-12917) filed with the SEC on May 28, 1997). 4.6 Specimen certificate for Class A Common Stock (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S- 11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.7 Specimen certificate for Series A 8% Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997). 4.8 Wellsford Real Properties, Inc. Rollover Plan (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997). 4.9 Wellsford Real Properties, Inc. 1997 Management Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997). 4.10 Wellsford Real Properties, Inc. 1998 Management Incentive Plan (incorporated by reference to Exhibit 10.81 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 001-12917) filed with the SEC on March 31, 1998). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the legality of the shares of Common Stock being registered hereby. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement). EX-5.1 2 June 11, 1999 Wellsford Real Properties, Inc. 535 Madison Avenue, 26th Floor New York, New York 10022 Re: Wellsford Real Properties, Inc. ------------------------------ Ladies and Gentlemen: We have served as Maryland counsel to Wellsford Real Properties, Inc., a Maryland corporation (the "Company"), in connection with certain matters of Maryland law arising out of the registration of 5,076,235 shares (the "Shares") of the common stock, $.01 par value per share of the Company (the "Common Stock"), consisting of (i) 1,326,235 shares of Common Stock to be issued from time to time under the Company's Rollover Stock Option Plan (the "Rollover Plan"), (ii) 1,750,000 shares of the Common Stock to be issued from time to time under the Company's 1997 Management Incentive Plan (the "1997 Incentive Plan") and (iii) 2,000,000 shares of Common Stock to be issued from time to time under the Company's 1998 Management Incentive Plan (the "1998 Incentive Plan" and together with the Rollover Plan and the 1997 Incentive Plan, collectively, the "Plans") pursuant to a Registration Statement on Form S-8, and all amendments thereto (the "Registration Statement"), to be filed by the Company under the Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement. In connection with out 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 (hereinafter collectively referred to as the "Documents"): 1. 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"); 2. The Bylaws of the Company, certified as of the date hereof by an officer of the Company; 3. Resolutions adopted by the Board of Directors, or a duly authorized committee thereof, of the Company relating to (i) the adoption of each of the Plans and (ii) the registration and issuance of the Shares under the Plans (the "Resolutions"), certified as of the date hereof by an officer of the Company; 4. The Rollover Plan; 5. The 1997 Incentive Plan; 6. The 1998 Incentive Plan; 7. The form of certificate representing a share of Common Stock, certified as of the date hereof by an officer of the Company; 8. A certificate of the SDAT, as of a recent date, as to the good standing of the Company; 9. A certificate executed by Edward Lowenthal, the President and Chief Executive Officer of the Company, dated the date hereof; and 10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or any other 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 and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. The form and content of the Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All 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. 6. All certificates representing the Shares will contain any legend required by the Charter. 7. The Company will be in good standing with the SDAT at the date on which any of the Shares are actually issued. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion. 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. The Shares to be issued pursuant to the Plans have been duly authorized for issuance and, when and if issued and delivered against payment therefor and otherwise in the manner described in the Resolutions, the applicable Plan and the Registration Statement, will be (assuming that, upon 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 substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. 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 solely for your benefit. Accordingly, it may not be relied upon by, quoted in any manner to, or delivered to any other person or entity (other than Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to the Company) 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 1993 Act. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Wellsford Real Properties, Inc. Rollover Stock Plan, Wellsford Real Properties, Inc. 1997 Management Incentive Plan and the Wellsford Real Properties, Inc. 1998 Management Incentive Plan of Wellsford Real Properties, Inc. (the "Company") for the registration of 1,326,235, 1,750,000 and 2,000,000, respectively, shares of common stock and to the incorporation by reference therein of our report dated February 12, 1999, with respect to the consolidated financial statements and schedules of the Company included in its Annual Report (Form 10-K) for each of the three years in the period ended December 31, 1998 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP. New York, New York June 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----