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
November 20, 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
$50,000,000 aggregate principal amount of the Company's 5.261% Senior Notes due
2007 (the "Notes"). This opinion letter is furnished to you 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, among
the Company, CARLP (as guarantor) and U.S. Bank National Association,
as trustee (the "Trustee"), as supplemented by that certain officers'
certificate, dated as of November 20, 2002, issued pursuant to
Section 301 of the
Indenture setting forth the terms of the Notes (collectively, the
"Indenture").
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 November 12,
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 November 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. Third 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 November 8, 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").
12. Executed copy of the Terms Agreement, dated as of November 15, 2002,
by and among the Company, CARLP, as
guarantor, Banc of America Securities LLC, J.P. Morgan, Fleet
Securities, Inc., HSBC Securities (USA) Inc. and Wachovia Securities,
Inc., 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 meetings held on April 15, 1998 and November 7, 2002, and of the
Pricing Committee of the Board of Directors of the Company adopted by
unanimous consent dated November 15, 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 November 15, 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 November 15, 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.