EX 5
TEACHERS INSURANCE GEORGE W. MADISON
AND ANNUITY ASSOCIATION EXECUTIVE VICE
730 Third Avenue/New York, NY 10017-3206 PRESIDENT AND GENERAL
212 490-9000 COUNSEL
(212) 916-4750
April 27, 2004
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 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. To the extent New York State law governs, 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, subject, as to
enforceability, to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally from time to
time in effect and to general principles of equity
(regardless of whether enforceability is considered in a
proceeding in equity or at law).
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/ George W. Madison
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Executive Vice President
and General Counsel