EXHIBIT 8.1


                               Sullivan & Cromwell
                                125 Broad Street
                          New York, New York 10004-2498



                                                November 21, 2001



Vornado Realty Trust,
210 Route 4 East,
Paramus, New Jersey 07652..

Dear Sirs:

      We have acted as your counsel in connection with the sale by you today
pursuant to the Prospectus Supplement dated November 16, 2001 (the "Prospectus
Supplement") to the Prospectus dated February 11, 1998, of 9,775,000 shares of
common stock par value $.04 per share, of Vornado Realty Trust ("Vornado").

      In rendering this opinion, we have reviewed such documents as we have
considered necessary or appropriate. In addition, in rendering this opinion, we
have relied (i) as to certain factual matters upon the statements and
representations contained in the certificates provided to us by Vornado, Two
Penn Plaza REIT, Inc. ("Two Penn") and AmeriCold Corporation ("AmeriCold"), each
dated November 21, 2001 (attached as Exhibits A, B and C, and collectively, the
"Vornado Certificates"), (ii) without independent investigation, as to certain
factual matters upon the statements and representations contained in the
certificates provided to us by Alexander's, Inc. ("Alexander's") and Charles E.
Smith Commercial Realty L.P. ("Smith"), each dated November 21, 2001 (attached
as Exhibits D and E and, together with the Vornado Certificates, the
"Certificates") and (iii) without independent investigation, upon the opinion of
Shearman & Sterling, dated November 21, 2001, concerning the qualification of
Alexander's as a real estate investment trust (a "REIT") for federal income tax
purposes for each taxable year commencing with its taxable year ending December
31, 1995 (attached as Exhibit F, the "Shearman & Sterling Opinion"). We
understand that, in providing its Certificates, Vornado is relying upon
certificates, dated November 21, 2001, provided to it by David R. Greenbaum.

      In rendering this opinion we have also assumed, with your approval, that
(i) the statements and representations made in the Certificates are true and
correct, (ii) the

Vornado Realty Trust                                                         -2-


Certificates have been executed by appropriate and authorized officers of
Vornado, Two Penn, AmeriCold, Smith and Alexander's and (iii) the assumptions
and conditions underlying the Shearman & Sterling Opinion are true and correct.

      Based on the foregoing and in reliance thereon and subject thereto and on
an analysis of the Code, Treasury Regulations thereunder, judicial authority and
current administrative rulings and such other laws and facts as we have deemed
relevant and necessary, we hereby confirm our opinion that commencing with its
taxable year ending December 31, 1993, Vornado has been organized in conformity
with the requirements for qualification as a REIT under the Code, and its
proposed method of operation will enable it to satisfy the requirements for
qualification and taxation as a REIT. This opinion represents our legal
judgment, but it has no binding effect or official status of any kind, and no
assurance can be given that contrary positions may not be taken by the Internal
Revenue Service or a court.

      Vornado's qualification as a REIT will depend upon the continuing
satisfaction by Vornado and, given Vornado's current ownership interest in
Alexander's, AmeriCold and Two Penn, by each of Alexander's, AmeriCold and Two
Penn, of the requirements of the Code relating to qualification for REIT status,
which requirements include those that are dependent upon actual operating
results, distribution levels, diversity of stock ownership, asset composition,
source of income and record keeping. We do not undertake to monitor whether any
of Vornado, Alexander's, AmeriCold or Two Penn actually has satisfied or will
satisfy the various REIT qualification tests.

      We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to Vornado's current report on Form 8-K
and the reference to us in the Prospectus Supplement under the caption "Federal
Income Tax Considerations". In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act.

                                                Very truly yours,

                                                SULLIVAN & CROMWELL