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S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 


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                                                                    EXHIBIT 5.01

       [Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]

                                 July 15, 1997



LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois  60601

               Re:  LaSalle Partners Incorporated -- 
                    Registration Statement on
                    Form S-1 (No. 333-25741)
                    --------------------------------

Ladies and Gentlemen:

          We are acting as special counsel to LaSalle Partners Incorporated, a
Maryland corporation (the "Company"), in connection with the initial public
offering of up to 4,600,000 shares (the "Shares") of the Company's Common Stock,
par value $0.01 per share (the "Common Stock"). Of the 4,600,000 Shares,
4,000,000 Shares (the "Firm Shares") are being issued and sold by the Company
and 600,000 Shares (the "Option Shares") are subject to an over-allotment option
granted by DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle") to the
Underwriters (as defined below).

          This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

          In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (File No. 333-25741), as filed with the
Securities and Exchange Commission (the "Commission") under the Act
 on April 24,
1997, Amendment No. 1 thereto, as filed with the Commission on May 8, 1997,
Amendment No. 2 thereto, as filed with the Commission on June 23, 1997,
Amendment No. 3 thereto, as filed with the Commission on July 3, 1997, and
Amendment No. 4 thereto, as filed with the Commission on July 11, 1997 (such
Regis-

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LaSalle Partners Incorporated
July 15, 1997
Page 2

tration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into by and among the Company,
as issuer, and Morgan Stanley & Co. Incorporated, William Blair & Company,
L.L.C. and Montgomery Securities, as representatives of the several
underwriters named therein (the "Underwriters"), filed as an exhibit to the
Registration Statement; (iii) the Articles of Incorporation and the Bylaws of
the Company, as presently in effect; (iv) a specimen certificate representing
the Common Stock; (v) certain resolutions of the Board of Directors of the
Company and drafts of certain resolutions (the "Draft Resolutions") of the
Pricing Committee of the Board of Directors of the Company (the "Pricing
Committee"), in each case relating to the issuance and sale of the Shares and
related matters; (vi) the form of the Subscription Agreement (the "Subscription
Agreement") proposed to be entered into by the Company and DEL-LPL Limited
Partnership ("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-LPAML"), DSA-LSPL,
Inc. ("DSA-LSPL"), DSA-LSAM, Inc. ("DSA-LSAM"), DEL/LaSalle, Galbreath-LPL
Holdings, LLC and Galbreath Holdings, LLC ("Galbreath Holdings"); (vii) an
executed copy of the Consent Agreement, dated as of April 15, 1997, by and
among DSA-LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML, DEL/LaSalle, LaSalle Partners
Limited Partnership ("LPL") and LaSalle Partners Management Limited Partnership
("LPML") (the "Dai-ichi Consent Agreement"); and (viii) an executed copy of the
Consent Agreement, dated as of April 22, 1997, by and among the former
stockholders of The Galbreath Company, The Galbreath Company of California,
Inc., Galbreath Holdings, DEL-LPL, DEL-LPAML, DEL/LaSalle, LPL and LPML
(together with the Dai-ichi Consent Agreement, the "Consent Agreements").  We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

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LaSalle Partners Incorporated
July 15, 1997
Page 3

          In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.

          Members of our firm are admitted to the practice of law in the State
of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. With respect to matters of Maryland law, we are relying with your
consent solely on the opinion of Piper & Marbury L.L.P., Baltimore, Maryland, a
copy of which has been delivered to you.

          Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; (ii) the Draft
Resolutions have been adopted by the Pricing Committee; (iii) the price at which
the Firm Shares are to be sold to the Underwriters pursuant to the Underwriting
Agreement and other matters relating to the issuance and sale of the Firm Shares
have been approved by the Pricing Committee in accordance with the Draft
Resolutions; (iv) the Underwriting Agreement has been duly executed and
delivered; and (v) certificates representing the Firm Shares in the form of the
specimen

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LaSalle Partners Incorporated
July 15, 1997
Page 4

certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered to and paid for by the Underwriters
as contemplated by the Underwriting Agreement, the issuance and sale of the Firm
Shares will have been duly authorized, and the Firm Shares will be validly
issued, fully paid and nonassessable.

          Based upon and subject to the foregoing, we are of the opinion that
when the Subscription Agreement has been duly executed and delivered and the
transactions contemplated by the Subscription Agreement and the Consent
Agreements have been consummated in accordance with their respective terms, the
Option Shares will have been duly authorized and the Option Shares will be
validly issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

                                       Very truly yours,


                                       SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                           (ILLINOIS)


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