Exhibit 5
FILE NUMBER
872381
December 3, 1999
Starwood Financial Inc.
27th Floor
1114 Avenue of the Americas
New York, New York 10036
Re: Starwood Financial Inc.: Registration
Statement on Form S-8
-------------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Starwood Financial Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 753,037 shares (the "Shares")
of common stock, $.001 par value per share, of the Company ("Common Stock")
covered by the above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), filed on or about the date hereof with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"). The Shares are issuable by the
Company upon the exercise of options ("Starwood Options") to purchase shares
of Common Stock that were converted from options ("TriNet Options") to purchase
shares of common stock, $.01 par value per share, of TriNet Corporate Realty
Trust, Inc., a Maryland corporation ("TriNet"), in connection with the merger
of ST Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of
the Company ("ST"), with and into TriNet (the "Merger"), pursuant to the
Agreement and Plan of Merger, dated as of June 15, 1999, as amended (the
"Merger Agreement"), by and between the Company (then Starwood Financial Trust,
a Maryland real estate investment trust), TriNet and ST. Capitalized terms used
but not defined herein shall have the meanings given 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"):
Starwood Financial Inc.
December 3, 1999
Page 2
1. The Registration Statement;
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 the date hereof by an
officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
5. Articles of Merger relating to the Merger, certified as of a recent
date by the SDAT;
6. Resolutions adopted by the Board of Directors of the Company
relating to the authorization of the registration of the Shares and the issuance
of the Shares upon exercise of Starwood Options (the "Resolutions"), certified
as of the date hereof by an officer of the Company;
7. The Merger Agreement;
8. A certificate executed by an officer of the Company, dated the date
hereof; and
9. 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 another 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.
Starwood Financial Inc.
December 3, 1999
Page 3
4. Any Documents submitted to us as originals are authentic. Any
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 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. The Shares will not be issued or transferred in violation of any
restriction or limitation contained in the Charter.
6. All requisite corporate action was taken by TriNet and ST to validly
approve the Merger under Maryland law.
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 for issuance and, when and if
issued and delivered against payment therefor in accordance with the Resolutions
and the Merger Agreement, will be (assuming that upon any such issuance the
total number of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is then authorized
to issue under the Charter) 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 compliance with any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. 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 Registration Statement
Starwood Financial Inc.
December 3, 1999
Page 4
and, accordingly, may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity (except Rogers & Wells LLP, counsel to
the Company, in connection with any opinion rendered by it on the date hereof
relating to the Shares) without, in each instance, our prior written consent.
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
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,