EXHIBIT 5
VENABLE LLP Two Hopkins Plaza, Suite 1800 Telephone 410-244-7400 www.venable.com
Baltimore, Maryland 21201-2978 Facsimile 410-244-7742
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December 14, 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 4,500,000 shares
(the "Shares") of the Company's common stock, $.01 par value per share (the
"Common Stock"), to be issued and sold in an underwritten public offering. The
Shares are covered by a 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").
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 July
13, 2004, and the Prospectus Supplement, dated December 9, 2004, included
therein (collectively, the "Prospectus"), in the form in which it was
transmitted to the Commission under the 1933 Act;
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, 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;
5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
VENABLE LLP
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Reckson Associates Realty Corp.
December 14, 2004
Page 2
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.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
VENABLE LLP
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Reckson Associates Realty Corp.
December 14, 2004
Page 3
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 issuance of the Shares has been duly authorized and, when and
if issued against payment therefor in accordance with the Registration
Statement and the Resolutions, the Shares 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 for submission to the
Commission as an exhibit to the report filed on Form 8-K (the "8-K"). We
hereby consent to the filing of this opinion as an exhibit to the 8-K and to
the use of the name of our firm 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