EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of
the Company.
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
May 18, 1998
Stratus Properties Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for Stratus Properties Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering by the Company
of 850,000 shares (the "Shares") of common stock, $.01 par value for each
share, pursuant to the terms of the 1998 Stock Option Plan (the "Plan") of
the Company.
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that the
Shares have been duly authorized and, when issued for at least par value
upon the terms described in the Plan and the Registration Statement, will
be validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ Margaret F. Murphy
Margaret F. Murphy, Partner
NEW ORLEANS OFFICE: PLACE ST. CHARLES 201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100 504-582-8000 FAX 504-582-8012
BATON ROUGE OFFICE: FOUR UNITED PLAZA 8555 UNITED PLAZA BOULEVARD
BATON ROUGE, LOUISIANA 70809-7000 504-231-2000 FAX 504-231-2010
WASHINGTON, D.C. OFFICE: SUITE 245, REPUBLIC PLACE 1776 EYE STREET,
N.W. WASHINGTON, D. C. 20006 202-828-8363 FAX 202-828-6907
LAFAYETTE OFFICE: SUITE 210 201 RUE IBERVILLE LAFAYETTE, LOUISIANA
70508 318-232-5353 FAX 318-232-5415
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 20, 1998 included in Stratus Properties Inc.'s Form 10-K
for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
May 18, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, C. DONALD WHITMIRE,
JR., and MICHAEL C. KILANOWSKI, JR., and each of them acting individually,
the true and lawful attorney of the undersigned with power to act without
the others and with full power of substitution and resubstitution to
execute, deliver, and file, for and on behalf of the undersigned and in the
name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the Company on Form
S-8, or on such other Form as may be determined to be applicable, providing
for the registration under the Act of shares of Company common stock that
may be issued under the 1998 Stock Option Plan of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally
or in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ Richard C. Adkerson
RICHARD C. ADKERSON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, JOHN G. AMATO, C. DONALD WHITMIRE, JR.,
and MICHAEL C. KILANOWSKI, JR., and each of them acting individually, the
true and lawful attorney of the undersigned with power to act without the
others and with full power of substitution and resubstitution to execute,
deliver, and file, for and on behalf of the undersigned and in the name of
the undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1998 Stock Option Plan of the Company, and any amendment
or amendments to such Registration Statement and any other document in
support thereof or supplemental thereto, and the undersigned hereby grants
to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said attorney or
attorneys may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or in the
capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause to be done
by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 14th day of May, 1998.
/S/ William H. Armstrong, III
WILLIAM H. ARMSTRONG, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
and MICHAEL C. KILANOWSKI, JR., and each of them acting individually, the
true and lawful attorney of the undersigned with power to act without the
others and with full power of substitution and resubstitution to execute,
deliver, and file, for and on behalf of the undersigned and in the name of
the undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1998 Stock Option Plan of the Company, and any amendment
or amendments to such Registration Statement and any other document in
support thereof or supplemental thereto, and the undersigned hereby grants
to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said attorney or
attorneys may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or in the
capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause to be done
by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ C. Donald Whitmire, Jr.
C. DONALD WHITMIRE, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
C. DONALD WHITMIRE, JR., and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be issued under the 1998 Stock Option Plan of
the Company, and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever that
said attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby ratifying
and confirming all acts and things that said attorney or attorneys may do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of May, 1998.
/S/ James C. Leslie
JAMES C. LESLIE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of Stratus Properties Inc. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO,
C. DONALD WHITMIRE, JR., and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined to be
applicable, providing for the registration under the Act of shares of
Company common stock that may be issued under the 1998 Stock Option Plan of
the Company, and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever that
said attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby ratifying
and confirming all acts and things that said attorney or attorneys may do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 14th day of May, 1998.
/S/ Michael D. Madden
MICHAEL D. MADDEN
