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                       [SULLIVAN & CROMWELL LETTERHEAD]







                                                                  April 26, 1995


Vornado Realty Trust,
  Park 80 West, Plaza II,
    Saddle Brook, NJ 07662.


Dear Sirs:

        You have requested our opinion in connection with the qualification for
United States federal income tax purposes of Vornado Realty Trust ("Vornado")
as a real estate investment trust (a "REIT"), within a meaning of section
856(a) of the Internal Revenue Code of 1986, as amended (the "Code").

        In rendering this opinion, we have relied upon (i) the statements and
representations contained in (x) the letter to us from Vornado dated April 26,
1995, (the "Vornado Representation Letter"), and (y) the letter to us from
Alexander's, Inc. ("Alexander's") dated April 26, 1995, (together with the
Vornado Representation Letter, the "Representation Letters")), and (ii) the
opinion of Shearman & Sterling, dated April 26, 1995, concerning the
qualification of Alexander's as a REIT, a copy of which is  







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Vornado Realty Trust                                                        -2-

attached as Exhibit A (the "Shearman & Sterling Opinion"). In rendering this 
opinion we have also assumed, with your approval, that (I) the statements and 
representations made in the Representation Letters are true and correct, (II) 
the Representation Letters have been executed by appropriate and authorized 
officers of Vornado 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 (i) that we have reviewed the 
statements made in the Preliminary Prospectus Supplement of Vornado dated April 
7, 1995 under the heading "Certain Federal Income Tax Considerations" and, to 
the extent that such statements constitute matters of law or legal conclusions, 
such statements are correct in all material respects, and (ii) our opinion that 
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.

        Vornado's qualification as a REIT will depend upon the continuing
satisfaction by Vornado and its subsidiaries and, given Vornado's current
ownership interest in Alexander's, by Alexander's and its subsidiaries
(collectively with Vornado, the "Company") of 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 

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Vornado Realty Trust                                                        -3-

ownership, asset composition, source of income and recordkeeping. We do not
undertake to monitor whether the Company actually has satisfied or will satisfy
the various qualification tests, and we express no opinion concerning whether
the Company actually has satisfied or will satisfy these various qualification
tests.

        This opinion is based on current federal income tax law, and we do not
undertake to advise you as to future changes in federal income tax law that may
affect this opinion unless we are specifically engaged to do so. This opinion
relates solely to federal income tax law, and we do not undertake to render any
opinion as to the taxation of Vornado under any state or local corporate
franchise or income tax law. Furthermore, this opinion is rendered solely for
your benefit and is not to be relied upon by any other person without our prior
written consent.

                                                      Very truly yours,

                                                      /s/  Sullivan & Cromwell