Exhibit 5
March 11, 2004
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, NY 11747-4883
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have served as Maryland counsel to Reckson Associates Realty
Corp., a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of 6,325,000 shares
(including 825,000 shares subject to an over-allotment option) (the "Shares")
of the Company's Class A Common Stock, $.01 par value per share ("Common
Stock"), to be issued and sold in an underwritten public offering. The Shares
are covered by the above-referenced registration statement on Form S-3,
including all amendments thereto (collectively, the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to them
in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the Base Prospectus, dated
January 14, 2004 and the Prospectus Supplement, dated March 9, 2004, included
therein (collectively, the "Prospectus"), in the form in which it was
transmitted to the Commission under the 1933 Act, certified as of a recent
date by an officer of the Company;
2. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");
3. The Bylaws of the Company (the "Bylaws"), certified as of a
recent date by an officer of the Company;
4. Resolutions (the "Resolutions") adopted by the Board of
Directors of the Company or a duly authorized committee thereof, relating to
the registration, sale and issuance of the Shares, certified as of a recent
date by an officer of the Company;
Reckson Associates Realty Corp.
March 11, 2004
Page 2
5. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
6. A certificate executed by an officer of the Company, dated as
of a recent date; and
7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding and are enforceable in accordance
with all stated terms.
4. All Documents submitted to us as originals are authentic. The
form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. All Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. None of the Shares will be issued, sold or transferred in
violation of the restrictions on ownership and transfer contained in Article
VII of the Charter.
Reckson Associates Realty Corp.
March 11, 2004
Page 3
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized, and when and if issued
against payment therefor in accordance with the Resolutions will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
federal or state securities laws, including the securities laws of the State
of Maryland. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State of
Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to
the Securities and Exchange Commission as an exhibit to the Registration
Statement.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein in
the section entitled "Legal Matters" in the Prospectus. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP