Exhibit 5.1
HOGAN & HARTSON L.L.P.
COLUMBIA SQUARE
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
January 11, 2002
CarrAmerica Realty Corporation
CarrAmerica Realty L.P.
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
Ladies and Gentlemen:
We are acting as counsel to CarrAmerica Realty Corporation, a
Maryland corporation (the "Company"), and CarrAmerica Realty, L.P., a Delaware
limited partnership ("CARLP" and, together with the Company, the "Issuers"), in
connection with the Issuers' registration statement on Form S-3 (File No.
333-53751), as amended (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
$400,000,000 aggregate principal amount of the Company's 7.125% Senior Notes due
January 15, 2012 (the "Notes"). This opinion letter is furnished to at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. Executed copy of the Indenture, dated as of January 11, 2002
(the "Indenture"), among the Company, CARLP (as guarantor)
and u.S. Bank National Association, as trustee (the "Trustee").
3. Specimen copy of the Notes.
4. Executed copy of the Guarantee of the Notes by CARLP (the
"Guarantee").
5. Articles of Amendment and Restated of Articles of Incorporation
of the Company, as amended, as certified by the State Department
of Assessments and Taxation of the State of Maryland on January
7, 2002, and as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
6. Second Amendment and Restatement of the Company's By-Laws, as
amended, as certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
7. Certificate of Limited Partnership of CARLP, as amended, as
certified by the Secretary of State of the State of Delaware on
January 8, 2002, and as certified by the Secretary of CarrAmerica
Realty GP Holdings, Inc. ("GP Holdings"), the general partner of
CARLP, on the date hereof as being complete, accurate and in
effect.
8. Second Amended and restated Agreement of Limited Partnership of
CARLP, as amended, as certified by the Secretary of GP Holdings
on the date hereof as being complete, accurate and in effect.
9. Certificate of Incorporation of GP Holdings, as certified by the
Secretary of State of the State of Delaware on January 7, 2002,
and as certified by the Secretary of GP Holdings on the date
hereof as being complete, accurate and in effect.
10. By-Laws of GP Holdings, as certified by the Secretary of GP
Holdings on the date hereof as being complete, accurate and in
effect.
11. Executed copy of the Underwriting Agreement, dated as of January
8, 2002 (the "Underwriting Agreement"), by and among the Company
and J.P. Morgan Securities Inc. ("J.P. Morgan"), relating to the
sale of the Notes.
12. Executed copy of the Terms Agreement, dated as of January 8,
2002, by and among the Company, CARLP, as guarantor, J.P. Morgan,
Banc of America Securities LLC, First Union Securities, Inc.,
Lehman Brothers Inc., Salomon Smith Barney Inc., Commerzbank
Capital Markets Corporation, Goldman, Sachs & Co., Legg Mason
Wood Walker, Incorporated, PNC Capital Markets, Inc., and Wells
Fargo Brokerage Services,
LLC, which incorporates by reference the Underwriting Agreement
in its entirety, relating to the sale of the Notes.
13. Certain resolutions of the Board of Directors of the Company
adopted at a meeting held on April 15, 1998 and by unanimous
consent dated December 7, 2001, and of the Pricing Committee of
the Board of Directors of the Company adopted at a meeting held
on January 8, 2002, relating to the sale and authorization of the
Notes by the Company and arrangements in connection therewith, as
certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
14. Certain resolutions of the Board of Directors of GP Holdings
adopted by unanimous consent dated January 8, 2002, relating to
the authorization of the Guarantee and arrangements in connection
therewith, as certified by the Secretary of GP Holdings on the
date hereof as being complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
For the purposes of this opinion letter, we have assumed that (i) the
Trustee has all requisite power and authority under all applicable laws,
regulations and governing documents to execute, deliver and perform its
obligations under the Indenture, (ii) the Trustee has duly authorized, executed
and delivered the Indenture, (iii) the Trustee is validly existing and in good
standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid
and binding obligation, enforceable against the Trustee in accordance with its
terms, and (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the
negotiation, execution or delivery of the Indenture.
This opinion letter is based as to matters of law solely on (i) the
Maryland General Corporation Law, as amended, (ii) the Delaware Revised Uniform
Limited Partnership Act, as amended, and (iii) New York contract law (but not
including any statutes, ordinances, administrative decisions, rules or
regulations of any political subdivision of the State of New York). We express
no opinion herein as to any other laws, statutes, ordinances, rules or
regulations. As used herein, the term (i) "Maryland General Corporation Law, as
amended," includes the statutory provisions contained therein, all applicable
provisions of the Maryland Constitution and reported judicial decisions
interpreting these laws and
(ii) "Delaware Revised Uniform Limited Partnership Act, as amended," includes
the statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, assuming due
execution and delivery of the Notes and the Indenture, we are of the opinion
that, following execution, authentication and delivery of the Notes and the
Guarantee in accordance with the Indenture, the Notes will be binding
obligations of the Company, and the Guarantee will be a binding obligation of
CARLP, both enforceable in accordance with their terms.
The opinion expressed above with respect to the enforceability of the
Notes and the Guarantee, respectively, (i) are each subject to the exception
that enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfer and preferential transfers), and (b) the
exercise of judicial discretion and the application of principles of equity
including, without limitation, requirements of good faith, fair dealing,
conscionability and materiality (regardless of whether such agreement is
considered in a proceeding in equity or at law) and (ii) shall be understood to
mean only that if there is a default in performance of an obligation, (a) if a
failure to pay or other damage can be shown and (b) if the defaulting party can
be brought into a court which will hear the case and apply the governing law,
then, subject to the availability of defenses, and to the exceptions set forth
in the immediately preceding clause (i), the court will provide a money damage
(or perhaps an injunctive or specific performance) remedy.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
* * * * *
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus Supplement dated January 8, 2002
constituting a part of the Registration Statement. In giving this consent, we do
not thereby admit that we are an "expert" within the meaning of the Securities
Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.