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                                                                     EXHIBIT 5.1

               [PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]

                                  April 3, 1998

                                                                     23062.71109

Lexington Corporate Properties Trust
355 Lexington Avenue
New York, NY 10017

      Re:   Legality of Securities to be Registered
            under Registration Statement on Form S-3 
            File No. 333-

Ladies and Gentlemen:

            This opinion is delivered in our capacity as counsel to Lexington
Corporate Properties Trust (the "Company") in connection with the Company's
registration statement on Form S-3 (File No. 333-    ) (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering, from time to time,
by the Company, of an indeterminate amount of Debt Securities, Preferred Shares
and Common Shares with an aggregate public offering price of up to $250,000,000
(such securities being referred to collectively herein as the "Securities" and
individually as a "Security"). The Registration Statement provides that the
Securities may be offered separately or together, in separate series, in
amounts, at prices and on terms to be set forth in one or more prospectus
supplements (each a "Prospectus Supplement") to the Prospectus contained in the
Registration Statement. Capitalized terms used and not otherwise defined herein
shall have the meaning assigned to such terms in the Registration Statement.

            In connection with this opinion, we have examined copies or
originals of:

            (i) the Declaration of Trust of the Company and the Bylaws of the
Company;

            (ii) signed copies of the Registration Statement and all exhibits
thereto, all as filed with the Securities and Exchange Commission on April 3,
1998; 
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Lexington Corporate Properties Trust
April 3, 1998
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            (iii) minutes of the meetings of the Board of Trustees of the
Company; and

            (iv) such other documents as we have deemed material to the opinion
set forth below. The documents described in paragraphs (i) through (iv) are
hereby referred to as the "Company Documents."

            In addition, we have reviewed certificates of public officials and
of the Company, statutes, records and other instruments and documents as we have
deemed necessary to form a basis for the opinion hereinafter expressed.

            In our examination of the Company Documents, we have assumed,
without independent investigation, (i) the genuineness of all signatures, and
the authority of all persons or entities signing all documents examined by us
and (ii) the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all copies submitted to us as
certified, conformed or photostatic copies. With regard to certain factual
matters, we have relied, without independent investigation or verification, upon
statements and representations of representatives of the Company. To the extent
that the opinion set forth below relates to matters under the laws of the State
of Maryland, we have assumed the correctness of, have not made any independent
investigation of the matters covered by, and relied solely on an opinion of
Piper & Marbury L.L.P. dated April 3, 1998, addressed to the Company and to us.
Therefore, to such extent, our opinion is qualified or limited by, or
conditioned upon the matters referenced in such opinion of Piper & Marbury
L.L.P.

            We assume that prior to the issuance of any Preferred Shares or
Common Shares or convertible Debt Securities, there will exist, under the
Declaration of Trust of the Company, the requisite number of authorized but
unissued Preferred Shares or Common Shares, as the case may be, and that all
actions necessary to the designation of any such Preferred Shares, including the
filing of an amendment to the Declaration of Trust, will have been taken. We
further assume that any Debt Securities will be issued pursuant to an indenture
(an "Indenture").

            We further assume that the issuance, sale amount and terms of the
Securities to be offered from time to time, and the form of any Indenture
relating to any Debt Securities to be offered from time to time, will be
authorized and determined by proper action of the Board of Trustees of the
Company in accordance with the parameters described in the Registration
Statement (each, a "Board Action") and in accordance with the Company's
Declaration of Trust and applicable law.

            In addition, we assume that, at or prior to the time of the delivery
of any Security, (i) the Registration Statement has been declared effective and
no stop order has been issued in respect thereof, (ii) a prospectus supplement
or an amendment to the Registration Statement, as 

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Lexington Corporate Properties Trust
April 3, 1998
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appropriate, has been filed by the Company with the Commission in a form
reviewed by us, which sets forth the particular terms of the Securities proposed
to be issued, (iii) any Underwriting Agreement entered into by the Company with
respect to the Securities is in a form reviewed by us, (iv) there has not
occurred, since the date of this opinion, any change in law affecting the
validity of the Securities or the ability or capacity of the Company to issue
any Security, and (v) the Company has not effected any material change to its
Declaration of Trust or Bylaws. We have also assumed that none of the terms of
any Security to be established subsequent to the date hereof nor the issuance
and delivery of any Security nor the compliance by the Company with the terms of
any Security will violate any applicable law, rule or regulation or will result
in a violation of any provision of any instrument or agreement then binding upon
the Company or any restriction imposed by any court or governmental body having
jurisdiction over the Company.

            Based upon and subject to the foregoing, we are of the opinion that,
as of the date hereof:

            1. When the Debt Securities have been (a) duly established by the
applicable Indenture, (b) duly authenticated by the Indenture Trustee and duly
authorized and established by the applicable Board Action, and (c) duly executed
and delivered on behalf of the Company against payment therefor in accordance
with the terms and provisions of such Board Action, the applicable Indenture as
contemplated by the Registration Statement, the Prospectus or the applicable
Prospectus Supplement, and, if applicable, an Underwriting Agreement, the Debt
Securities will be legally issued and will constitute binding obligations of the
Company.

            2. When a series of the Preferred Shares has been duly authorized
and established in accordance with the applicable Board Action, the terms of the
Company's Declaration of Trust and applicable law, and upon issuance and
delivery of certificates for shares of such series of Preferred Shares against
payment therefor in the manner contemplated by such Board Action, the
Registration Statement, the Prospectus or the applicable Prospectus Supplement,
the Preferred Shares represented by such certificates will be validly issued,
fully paid and non-assessable.

            3. Assuming due Board Action and upon issuance and delivery of
certificates for Common Shares against payment therefor (a) in the manner
contemplated by such Board Action, the Registration Statement, the Prospectus or
the applicable Prospectus Supplement, or (b) pursuant to the conversion of
Company convertible Debt Securities or convertible Preferred Shares, the Common
Shares represented by such certificates will be duly authorized, validly issued,
fully paid and non-assessable.

            We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the 

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inclusion of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder.

                                Very truly yours,


                    /s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
