EXHIBIT 5












                                                              December 19, 1996




Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016

Gentlemen:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed by you with the Securities and Exchange  Commission with
respect to the  registration  under the  Securities Act of 1933, as amended (the
"Act"),  of 1,880,188  shares (the  "Shares"),  $.01 par value per Share, of the
Common Stock of Cali Realty Corporation (the "Company"),  for delivery under the
Company's  Employee  Stock  Option  Plan  and the  Director  Stock  Option  Plan
(collectively, the "Plans").

         We are  qualified to practice law in the State of New York.  We express
no opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted  no  investigation  of, and do not  purport to be experts on, any laws
other than the laws of the State of New York, the Maryland  General  Corporation
Law and the federal laws of the United States of America.

         We have  examined  such  documents as we  considered  necessary for the
purposes of this opinion. Based on such examination,  it is our opinion that the
Shares have been duly  authorized  and,  upon  issuance in  accordance  with the
Plans, will be legally issued,  fully-paid and non-assessable  under the laws of
the State of Maryland (the state of incorporation of the Company).

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                Very truly yours,
                   
                                             /s/Pryor, Cashman, Sherman & Flynn
                                                -------------------------------
                                                PRYOR, CASHMAN, SHERMAN & FLYNN