Exhibit 5

Teachers Insurance                                      CHARLES H. STAMM
and Annuity Association                                 EXECUTIVE VICE
                                                        PRESIDENT AND GENERAL
730 Third Avenue/New York, NY 10017-3206                COUNSEL
212 490-9000                                            (212) 916-4700




                                                     April  26, 2002



Board of Trustees of
Teachers Insurance and Annuity Association
730 Third Avenue
New York, New York 10017-3206

Ladies and Gentlemen:

         This opinion is furnished in connection with the Registration Statement
on Form S-1 (the "Registration Statement") of the TIAA Real Estate Account (the
"Account") being filed with the Securities and Exchange Commission under the
Securities Act of 1933. Interests in the Account are offered through
endorsements to certain individual, group and tax-deferred annuity contracts and
through income-paying contracts (collectively, the "Contracts") issued by
Teachers Insurance and Annuity Association of America ("TIAA").

         I have examined the Charter, Bylaws and other corporate records of
TIAA, including TIAA's Plan of Operations for Separate Account Business, and
other organizational records of the Account, and the relevant statutes and
regulations of the State of New York. On the basis of such examination, it is my
opinion that:

         1.       TIAA is a nonprofit life insurance company duly organized and
                  validly existing under the laws of the State of New York.

         2.       The Account is a "separate account" of TIAA within the meaning
                  of Section 4240 of the New York Insurance Law, duly
                  established by a resolution of TIAA's Board of Trustees and
                  validly existing under the laws of the State of New York.

         3.       The Contracts have been duly authorized by TIAA and, when
                  issued as contemplated by the Registration Statement,
                  constitute legal, validly issued and binding obligations of
                  TIAA enforceable in accordance with their terms.






April 26, 2002
Page 2


         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to the reference to my name under the heading "Legal
Matters" in the Registration Statement.

                                                     Sincerely,


                                                     /s/ Charles H. Stamm
                                                     Executive Vice President
                                                     and General Counsel