February 28, 2002




Vornado Realty Trust,
    210 Route 4 East,
        Paramus, New Jersey 07652.

Dear Sirs:

          We have acted as your counsel in connection with the sale by you today
pursuant to the two Prospectus Supplements dated February 25, 2002 (the
"Prospectus Supplements") to the Prospectus dated February 11, 1998, of
1,398,742 shares of common stock par value $.04 per share, of Vornado Realty
Trust ("Vornado").

          In rendering this opinion, we have reviewed such documents as we have
considered necessary or appropriate. In addition, in rendering this opinion, we
have relied (i) as to certain factual matters upon the statements and
representations contained in the certificates provided to us by Vornado, Two
Penn Plaza REIT, Inc. ("Two Penn") and AmeriCold Corporation ("AmeriCold"), each
dated February 28, 2002 (attached as Exhibits A, B and C, and collectively, the
"Vornado Certificates"), (ii) without independent investigation, as to certain
factual matters upon the statements and representations contained in the
certificates provided to us by Alexander's, Inc. ("Alexander's") dated February
28, 2002, and Charles E. Smith Commercial Realty L.P. ("Smith"), dated November
21, 2001 (attached as Exhibits D and E and, together with the Vornado
Certificates, the "Certificates") and (iii) without independent investigation,
upon the opinion of Shearman & Sterling, dated February 28, 2002, concerning the
qualification of Alexander's as a real estate investment trust (a "REIT") for
federal income tax purposes for each taxable year commencing with its taxable
year ending December 31, 1995 (attached as Exhibit F, the "Shearman & Sterling
Opinion"). We understand that, in providing its Certificates, Vornado is relying
upon certificates, dated February 28, 2002, provided to it by David R.
Greenbaum.

          In rendering this opinion we have also assumed, with your approval,
that (i) the statements and representations made in the Certificates are true
and correct, (ii) the Certificates have been executed by appropriate and
authorized officers of Vornado, Two



Vornado Realty Trust                                                         -2-


Penn, AmeriCold, Smith and Alexander's and (iii) the assumptions and conditions
underlying the Shearman & Sterling Opinion are true and correct.


          Based on the foregoing and in reliance thereon and subject thereto and
on an analysis of the Code, Treasury Regulations thereunder, judicial authority
and current administrative rulings and such other laws and facts as we have
deemed relevant and necessary, we hereby confirm our opinion that commencing
with its taxable year ending December 31, 1993, Vornado has been organized in
conformity with the requirements for qualification as a REIT under the Code, and
its proposed method of operation will enable it to satisfy the requirements for
qualification and taxation as a REIT. This opinion represents our legal
judgment, but it has no binding effect or official status of any kind, an no
assurance can be given that contrary positions may not be taken by the Internal
Revenue Service or a court.

          Vornado's qualification as a REIT will depend upon the continuing
satisfaction by Vornado and, given Vornado's current ownership interest in
Alexander's, AmeriCold and Two Penn, by each of Alexander's, AmeriCold and Two
Penn, of the requirements of the Code relating to qualification for REIT status,
which requirements include those that are dependent upon actual operating
results, distribution levels, diversity of stock ownership, asset composition,
source of income and record keeping. We do not undertake to monitor whether any
of Vornado, Alexander's, AmeriCold or Two Penn actually has satisfied or will
satisfy the various REIT qualification tests.

          We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to Vornado's current report on Form 8-K
and the reference to us in the Prospectus Supplements under the caption "Federal
Income Tax Considerations". In giving such 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.

                                                        Very truly yours,

                                                        /s/ SULLIVAN & CROMWELL