Exhibit 5.1
August 4, 2005
Board of Directors
CarrAmerica Realty Corporation
1850 K Street, NW, Suite 500
Washington, D.C. 20006
Ladies and Gentlemen:
We are acting as counsel to CarrAmerica Realty Corporation, a Maryland corporation (the “Company”), in connection with its registration statement on Form S-3, as amended (File No. 333-50019) (the “Registration Statement”) previously declared effective by the Securities and Exchange Commission (the “Commission”), relating to the public offering of securities of the Company that may be offered and sold by the Company from time to time as set forth in the prospectus dated August 27, 1998 (the “Prospectus”), and as may be set forth from time to time in one or more supplements to the Prospectus. This opinion letter is rendered in connection with the proposed issuance and sale of 2,649,000 shares of common stock, par value $.01 per share, all of which shares (the “Shares”) are to be sold by the Company, as described in the prospectus supplement dated August 2, 2005 (the “Prospectus Supplement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents:
| | 1. | An executed copy of the Registration Statement. |
| | 2. | The Prospectus and the Prospectus Supplement. |
| | 3. | An executed copy of the Underwriting Agreement, dated August 2, 2005, between the Company and Goldman, Sachs & Co. (the “Underwriting Agreement”). |
Board of Directors
CarrAmerica Realty Corporation
August 4, 2005
Page 2
| | 4. | An executed copy of the Terms Agreement, dated August 2, 2005, between the Company and the several underwriters named therein, for whom Goldman, Sachs & Co. is acting as representative (the “Terms Agreement”). |
| | 5. | The Articles of Amendment and Restatement of Articles of Incorporation of the Company, as amended and supplemented (the “Charter”), as certified by the State Department of Assessments and Taxation of the State of Maryland on July 28, 2005 and by the Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect. |
| | 6. | The Third Amended and Restated Bylaws of the Company, as certified by the Assistant Secretary of the Company on the date hereof as being complete, accurate and in effect. |
| | 7. | Certain resolutions of the Board of Directors of the Company, adopted at meetings held on April 15, 1998 and July 28, 2005, and resolutions of the Pricing Committee of the Board of Directors, adopted at a meeting held on August 2, 2005, each as certified by the Assistant Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to, among other things, the authorization of the Underwriting Agreement and the Terms Agreement, and the issuance and sale of the Shares and arrangements in connection therewith. |
In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limits contained in the Charter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “Maryland General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Maryland Constitution, and reported judicial decisions interpreting these laws.
Board of Directors
CarrAmerica Realty Corporation
August 4, 2005
Page 3
Based upon, subject to and limited by the foregoing, we are of the opinion that, following the issuance of the Shares pursuant to the terms of the Underwriting Agreement and the Terms Agreement and the receipt by the Company of the consideration for the Shares as specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors referred to in paragraph 7 above, the Shares will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared for your use in connection with the filing by the Company of a Current Report on Form 8-K (the “Form 8-K”), which Form 8-K will be incorporated by reference into the Registration Statement, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement, each of which constitutes a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
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| Very truly yours, |
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/s/ Hogan & Hartson L.L.P.
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| HOGAN & HARTSON L.L.P. |
