QuickLinks -- Click here to rapidly navigate through this document
LETTERHEAD OF CLIFFORD CHANCE US LLP
December 9, 2003
iStar Financial Inc.
1114 Avenue of the Americas, 27th Floor
New York, New York 10036
Dear Sirs:
We have acted as counsel to iStar Financial Inc. (the "Company") in connection with a Registration Statement on Form S-3 (File number 333-109599) under the Securities Act of 1933, as amended (the "Registration Statement") and in connection with the offer and sale by the Company of an aggregate of 3,200,000 shares of Series G Cumulative Redeemable Preferred Stock, par value $.001 per share, of the Company ("Series G Preferred Stock ").
Based on the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that the Series G Preferred Stock has been duly and validly authorized and, when issued and sold in the manner contemplated by the prospectus supplement for the offering of the Series G Preferred Stock dated December 9, 2003 for at least its par value, the Series G Preferred Stock will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours, | ||
/s/ CLIFFORD CHANCE US LLP |
LETTERHEAD OF CLIFFORD CHANCE US LLP