EX-5.1 2 ex5-1.txt SPECIMEN COMMON STOCK CERTIFICATE 1 [NUMBER] [SHARES] INCORPORATED UNDER THE LAWS COMMON STOCK OF THE STATE OF NEVADA [PHOTO] CUSIP PAR VALUE $.01 THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR CERTAIN DEFINITIONS IN NEW YORK, NEW YORK AMERICAN REALTY INVESTORS, INC. THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF CERTIFICATE OF STOCK American Realty Investors, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ KARL L. [ILLEGIBLE] COUNTERSIGNED AND REGISTERED PRESIDENT AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK) TRANSFER AGENT AND REGISTRAR /s/ [ILLEGIBLE] SECRETARY BY /s/ [ILLEGIBLE] AUTHORIZED SIGNATURE [SEAL]
2 AMERICAN REALTY INVESTORS, INC. The corporation will furnish to the holder hereof, upon request to the corporation and its principal place of business, and without charge, a full statement of the designations, preferences, limitations and relative rights, and the variations in relative rights and preferences, between classes and series of classes of stock which the corporation is authorized to issue, together with the authority of the Board of Directors or shareholders to fix and determine the relative rights and preferences of subsequent classes and series. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act __________________ in common (State)
Additional abbreviations may also be used though not in the above list. For value received, __________________ hereby sell, assign and transfer unto NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ shares of the Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint ___________________________________________, Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated:_______________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT X _________________________________ MUST CORRESPOND WITH THE NAME(S) AS WRITTEN (SIGNATURE) UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X _________________________________ (SIGNATURE) THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16. SIGNATURE(S) GUARANTEED BY: ________________________________________ AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: BELINDA BECK: 215-630-2198 680 BLAIR MILL ROAD PROOF OF NOVEMBER 29, 1999 HORSHAM, PA 19044 AMERICAN REALITY INVESTORS, INC. (215) 657-3480 H 64349 BACK ------------------------------------------------------------------------------------------ SALES: M. GARRETT: 214-823-2700 OPERATOR: IR ------------------------------------------------------------------------------------------ NEW LIVE JOBS HOME 11 AMERICAN H64349 NEW