EX-5.1

Exhibit 5.1

JONES DAY

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212

May 11, 2009

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122

Re:

16,071,428 Common Shares and Warrants To Purchase 5,000,000 Common Shares To Be Offered Pursuant to the Stock Purchase Agreement

Ladies and Gentlemen:

We are acting as counsel for Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), in connection with the issuance and sale to Alexander Otto (the “Purchaser”) and certain members of his family (collectively, the “Investors”) of 16,071,428 common shares, par value $0.10 per share, of the Company (the “Purchased Shares”) and warrants (the “Warrants”) to purchase 5,000,000 common shares, $0.10 par value per share, of the Company (the “Warrant Shares”) pursuant to the Stock Purchase Agreement, dated as of February 23, 2009 (the “Stock Purchase Agreement”), by and between the Company and the Purchaser. The Purchased Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

	1.		The Purchased Shares, when issued and delivered to the Investors pursuant to the terms of the Stock Purchase Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable.

	2.		The Warrants, when issued and delivered pursuant to the terms of the Stock Purchase Agreement against payment of the consideration therefor as provided therein, will constitute valid and binding obligations of the Company.

	3.		The Warrant Shares, when issued upon exercise of the Warrants pursuant to the terms and conditions of the Warrants, will be validly issued, fully paid and nonassessable.

Our opinion set forth in paragraph 2 is limited by bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws, regulations or judicial opinions of general applicability, including those relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

The opinions expressed herein are limited to the laws of the State of Ohio and the laws of the State of New York, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to Registration Statement on Form S-3 (No. 333-139118) (the “Registration Statement”) filed by the Company to effect