<PAGE> 1
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOWER REALTY TRUST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)
120 WEST 45TH STREET, 24TH FLOOR
NEW YORK, NEW YORK 10036
(212) 768-9010
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
LAWRENCE H. FELDMAN
CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND PRESIDENT
120 WEST 45TH STREET, 24TH FLOOR
NEW YORK, NEW YORK 10036
(212) 768-9010
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C>
PETER M. FASS, ESQ. J. WARREN GORRELL, JR., ESQ.
STEVEN L. LICHTENFELD, ESQ. STEVEN A. MUSELES, ESQ.
BATTLE FOWLER LLP HOGAN & HARTSON L.L.P.
75 EAST 55TH STREET 555 THIRTEENTH STREET, N.W.
NEW YORK, NEW YORK 10022 WASHINGTON, D.C. 20004-1109
(212) 856-7000 (202) 637-5600
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-33011
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share................. 575,000(2) $26.00 $14,950,000 $4,531
==========================================================================================================
</TABLE>
(1) Amount represents an increase in the offering size from 13,242,250 shares to
13,817,250 shares of which 13,242,250 were previously registered.
(2) Calculated pursuant to Rule 457.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-11 is filed by Tower Realty Trust,
Inc., a Maryland corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"). The information in the
Registration Statement on Form S-11, including the amendments thereto,
previously filed by the Company with the Securities and Exchange Commission
(File No. 333-33011) pursuant to the Act is incorporated by reference into this
Registration Statement.
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
- -------
<C> <S>
5.1 Opinion of Battle Fowler LLP
5.2 Opinion of Ballard Spahr Andrews & Ingersoll
8.1 Opinion of Battle Fowler LLP as to tax matters
23.1 Consent of Battle Fowler LLP (included in Exhibits 5.1 and 8.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P
23.3 Consent of Landauer Associates, Inc.
23.4 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.2)
99.1 Consent of Robert M. Adams to be named as a director nominee
99.2 Consent of Stephen B. Siegel to be named as a director nominee
99.3 Consent of Richard M. Wisely to be named as a director nominee
99.4 Consent Esko I. Korhonen to be named as a director nominee
99.5 Consent of Robert L. Cox to be named as a director nominee
</TABLE>
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on October 9, 1997.
TOWER REALTY TRUST, INC.
a Maryland corporation (Issuer)
By: /s/ LAWRENCE H. FELDMAN
------------------------------------
Name: Lawrence H. Feldman
Title: Chairman, Chief Executive
Officer and President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ --------------------------------- ----------------
<C> <S> <C>
/s/ LAWRENCE H. FELDMAN Chairman, Chief Executive Officer October 9, 1997
- ------------------------------------------ and President (principal
Lawrence H. Feldman executive officer)
* Senior Vice President and Chief October 9, 1997
- ------------------------------------------ Financial Officer (principal
Joseph D. Kasman financial officer)
* Vice President of Accounting and October 9, 1997
- ------------------------------------------ Controller (principal accounting
Thomas Woodward officer)
* Director October 9, 1997
- ------------------------------------------
Lester S. Garfinkel
*By /s/ LAWRENCE H. FELDMAN
- ------------------------------------------
Lawrence H. Feldman
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Battle Fowler LLP
5.2 Opinion of Ballard Spahr Andrews & Ingersoll
8.1 Opinion of Battle Fowler LLP as to tax matters
23.1 Consent of Battle Fowler LLP (included in Exhibits 5.1 and 8.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P
23.3 Consent of Landauer Associates, Inc.
23.4 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.2)
99.1 Consent of Robert M. Adams to be named as a director nominee
99.2 Consent of Stephen B. Siegel to be named as a director nominee
99.3 Consent of Richard M. Wisely to be named as a director nominee
99.4 Consent Esko I. Korhonen to be named as a director nominee
99.5 Consent of Robert L. Cox to be named as a director nominee
</TABLE>
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF BATTLE FOWLER LLP]
(212) 856-7000
(212) 339-9150
October 10, 1997
Tower Realty Trust, Inc.
120 West 45th Street
New York, New York 10022
Re: Tower Realty Trust, Inc.
Registration Statement on Form S-11 (No. 333-33011)
Gentlemen:
We are acting as counsel for Tower Realty Trust, Inc., a
Maryland corporation (the "Company"), in connection with the registration of up
to an additional 575,000 shares (the "Shares") of the Common Stock, $0.01 par
value, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. The Shares will be offered as part of an offering (the "Offering") that
is part of the Registration Statement (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission, on Form S-11 (File No.
333-33011). Terms defined in the Registration Statement and not otherwise
defined herein shall have the respective meaning ascribed thereto in the
Registration Statement.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary for the purpose of
the opinion expressed below, including (i) the Registration Statement and
related form of prospectus included therein in the form in which it was
transmitted to the Securities and Exchange Commission under the 1933 Act; (ii)
the articles of incorporation of the Company, certified as of a recent date by
the State Department of Assessments and Taxation of Maryland; (iii) the Bylaws
of the Company, certified as of a recent date by its secretary; (iv) the
<PAGE> 2
2
Tower Realty Trust, Inc. October 10, 1997
form of certificate representing a share of Common Stock certified as of a
recent date by the Secretary of the Company.
In addition, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments furnished to us by the Company.
We are not admitted to the practice of law in any jurisdiction
but the State of New York, and we do not express any opinion as to the laws of
other states or jurisdictions other than the laws of the State of New York and
the federal law of the United States. With respect to matters of Maryland law,
we have relied, without independent investigation, exclusively on the opinion of
Ballard Spahr Andrews & Ingersoll, Maryland counsel to the Company, a copy of
which is attached hereto as Exhibit A, and our opinion is subject to all of the
qualifications and assumptions set forth therein. No opinion is expressed as to
the effect that the law of any other jurisdiction may have upon the subject
matter of the opinion expressed herein under conflicts of law principles, rules
and regulations or otherwise.
Subject to the foregoing, we are of the opinion that the
Shares to be issued and sold by the Company have been duly authorized and, when
issued and sold and delivered against payment therefor in the manner described
in the Registration Statement and the Purchase Agreements to be entered into
among the Company and the several Underwriters and in accordance with the
resolutions of the Board of Directors of the Company authorizing their
issuance, will be validly issued, fully paid and non-assessable.
<PAGE> 3
3
Tower Realty Trust, Inc. October 10, 1997
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
use of our name under the caption "Legal Matters" in the Prospectus included
therein. In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Battle Fowler LLP
BATTLE FOWLER LLP
<PAGE> 4
EXHIBIT A
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
October 9, 1997
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Re: Tower Realty Trust, Inc.; Registration Statement
on Form S-11 Pursuant to Rule 462(b):575,000
Shares of Common Stock
-----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Tower Realty Trust, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 575,000 shares of Common Stock,
$.01 par value per share, of the Company (the "Shares"), pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "1933 Act") as the
above-referenced Registration Statement, and all amendments thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"1933 Act"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus
included therein in the form in which it was transmitted to the Securities and
Exchange Commission under the 1933 Act;
2. The charter of the Company, certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
<PAGE> 5
Battle Fowler LLP
October 9, 1997
Page 2
4. Resolutions adopted by the Board of Directors and stockholders of
the Company relating to the sale, issuance and registration of the Shares,
certified as of a recent date by the Secretary of the Company;
5. The form of certificate representing a Share, certified as of a
recent date by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated October 6, 1997;
7. A certificate executed by Susan Cox, Secretary of the Company, dated
as of a recent date;
8. An unexecuted copy of Articles of Amendment and Restatement of the
Company (the "Restated Articles"), provided to us by Battle Fowler LLP, counsel
to the Company; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
<PAGE> 6
Battle Fowler LLP
October 9, 1997
Page 3
Documents are true and complete. There are no oral or written modifications or
amendments to the Documents, by action or conduct of the parties or otherwise.
5. The Restated Articles will be duly approved, executed and properly
filed for record with the SDAT prior to the issuance of the Shares.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares have been duly authorized and, when issued, sold and
delivered against payment therefor in the manner in the Registration Statement
and Purchase Agreements to be entered into among the Company and the several
Underwriters and in accordance with the resolutions of the Board of Directors of
the Company authorizing their issuance, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any other law. We
express no opinion as to compliance with the securities (or "blue sky") laws or
the real estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for your benefit for the
express purpose of relying upon it to furnish your opinion to the Company as
described in the Registration Statement, which opinion may also be relied upon
by the Company and its stockholders. Except as set forth in the previous
sentence, this opinion may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity (other than Battle Fowler LLP, counsel
to the Company) without, in each instance, our prior written consent.
<PAGE> 7
Battle Fowler LLP
October 9, 1997
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
<PAGE> 1
Exhibit 5.2
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
October 9, 1997
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Re: Tower Realty Trust, Inc.; Registration Statement on Form S-11
Pursuant to Rule 462(b): 575,000 Shares of Common Stock
Ladies and Gentlemen:
We have served as Maryland counsel to Tower Realty Trust, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of 575,000 shares of Common Stock, $.01 par
value per share, of the Company (the "Shares"), pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "1933 Act") and
the above-referenced Registration Statement, and all amendments thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"1933 Act"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined original, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus
included therein in the form in which it was transmitted to the Securities and
Exchange Commission under the 1933 Act;
2. The charter of the Company, certified as of a recent date by
the State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
<PAGE> 2
Battle Fowler LLP
October 9, 1997
Page 2
4. Resolutions adopted by the Board of Directors and stockholders
of the Company relating to the sale, issuance and registration of the Shares,
certified as of a recent date by the Secretary of the Company;
5. The form of certificate representing a Share, certified as of a
recent date by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing of the
Company, dated October 6, 1997;
7. A certificate executed by Susan Cox, Secretary of the Company,
dated as of a recent date;
8. An unexecuted copy of Articles of Amendment and Restatement of
the Company (the "Restated Articles"), provided to us by Battle Fowler LLP,
counsel to the Company; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
<PAGE> 3
Battle Fowler LLP
October 9, 1997
Page 3
Documents are true and complete. There are no oral or written modifications or
amendments to the Documents, by action or conduct of the parties or otherwise.
5. The Restated Articles will be duly approved, executed and properly
filed for record with the SDAT prior to the issuance of the Shares.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares have been duly authorized and, when issued, sold and
delivered against payment therefor in the manner in the Registration Statement
and Purchase Agreements to be entered into among the Company and the several
Underwriters and in accordance with the resolutions of the Board of Directors
of the Company authorizing their issuance, will be validly issued, fully paid
and non-assessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with the securities (or "blue sky") laws
or the real estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for your benefit for the
express purpose of relying upon it to furnish your opinion to the Company as
described in the Registration Statement, which opinion may also be relied upon
by the Company and its stockholders. Except as set forth in the previous
sentence, this opinion may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity (other than Battle Fowler LLP, counsel
to the Company) without, in each instance, our prior written consent.
<PAGE> 4
Battle Fowler LLP
October 9, 1997
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Anderson & Ingersoll
<PAGE> 1
Exhibit 8.1
[LETTERHEAD OF BATTLE FOWLER LLP]
(212) 856-7000
(212) 339-9150
October 9, 1997
Tower Realty Trust, Inc.
120 West 45th Street
New York, New York 10036
Gentlemen:
We have acted as counsel to Tower Realty Trust, Inc., a Maryland
corporation (the "Company"), in connection with the registration of up to an
additional 575,000 shares (the "Shares") of the Common Stock, $0.01 par value,
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. The Shares will be offered as part of an offering (the "Offering")
that is part of the registration statement (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission on Form S-11 (File
No. 333-33011), with respect to the registration of up to 13,817,500 shares of
Common Stock. Substantially all of the net proceeds of the offering will be
contributed by the Company to Tower Realty Operating Partnership, L.P., a
Delaware limited partnership (the "Operating Partnership"), in exchange for a
general and limited partnership interest in the Operating Partnership. You have
requested our opinion on certain federal income tax matters in connection with
the Offering.
The Operating Partnership intends to acquire equity interests in certain
existing office properties and associated personal property (the "Properties").
The Operating Partnership will own some of the Properties directly and will own
the remaining Properties through limited liability companies or subsidiary
partnerships (collectively, the "Subsidiary Partnerships").
<PAGE> 2
2
Tower Realty Trust, Inc. October 9, 1997
In connection with the opinions rendered below, we have
examined the following:
1. the Company's Articles of Amendment and Restatement, as
filed with the Secretary of State of Maryland;
2. the Company's Amended and Restated Bylaws;
3. the Registration Statement, including the prospectus
contained as part of the Registration Statement (the "Prospectus");
4. the Amended and Restated Agreement of Limited Partnership
of the Operating Partnership (the "Operating Partnership Agreement"), among the
Company, as general partner and several other limited partners;
5. the partnership agreements or operating agreements of the
Subsidiary Partnerships; and
6. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
In connection with the opinions rendered below, we have
assumed generally that:
1. each of the documents referred to above has been duly
authorized, executed, and delivered; is authentic, if an original, or is
accurate, if a copy; and has not been amended;
2. during each taxable year, including its short taxable year
ending December 31, 1997, the Company will operate in such a manner that will
make the representations contained in the Representation Letter, dated October
6, 1997 and executed by the president of the Company (the "Representation
Letter"), true for such years;
3. the Company will not make any amendments to its
organizational documents or the Operating Partnership Agreement, after the date
of this opinion that would affect the Company's qualification as a real estate
investment trust (a "REIT") for any taxable year;
4. each limited partner (a "Limited Partner") of the Operating
Partnership that is a corporation or other entity has valid legal existence;
<PAGE> 3
3
Tower Realty Trust, Inc. October 9, 1997
5. each Limited Partner has full power, authority, and legal
right to enter into an perform the terms of the Operating Partnership Agreement
and the transactions contemplated thereby; and
6. neither the Operating Partnership or any Subsidiary
Partnership will make an election to be taxed as an association taxable as a
corporation or other than as a partnership pursuant to Treasury Regulation
Section301.7701-3(c).
In connection with the opinions rendered below, we also have
relied upon the correctness of the representations contained in the
Representation Letter.
For purposes of our opinions, we made such factual and legal
inquiries, including examination of the documents set forth above, as we have
deemed necessary or appropriate for purposes of our opinion. For purposes of
rendering our opinion, however, we have not made an independent investigation of
the facts contained in the documents and assumptions set forth above, the
representations set forth in the Representation Letter, or the Prospectus. We
consequently have relied upon the representations in the Representation Letter
that the information presented in such documents or otherwise furnished to us is
accurate and assumed that the information presented in such documents or
otherwise furnished to us is accurate and complete in all material facts
relevant to our opinion.
In addition, to the extent that any of the representations
provided to us in the Representation Letter are with respect to matters set
forth in the Internal Revenue Code of 1986, as amended (the "Code"), or the
Treasury regulations thereunder (the "Regulations"), we have reviewed with the
individuals making such representation the relevant portion of the Code and the
applicable Regulations and are reasonably satisfied that such individuals
understand such provisions and are capable of making such representations.
Based on the documents and assumptions set forth above, the
representations set forth in the Representation Letter, and the discussion in
the Prospectus under the caption "Federal Income Tax Considerations" (which is
incorporated herein by reference), we are of the opinion that:
(a) commencing with the Company's short taxable year ending
December 31, 1997, the Company will qualify to be taxed as a REIT
pursuant to sections 856 through 860 of the Code, and
<PAGE> 4
4
Tower Realty Trust, Inc. October 9, 1997
the Company's proposed method of operation will enable it to continue
to meet the requirements for qualification and taxation as a REIT under
the Code;
(b) the descriptions of the law and the legal conclusions
contained in the Prospectus under the caption "Federal Income Tax
Considerations" are correct in all material respects, and the
discussion contained therein fairly summarizes the federal tax
considerations that are material to a holder of the Common Shares; and
(c) the Operating Partnership and the Subsidiary Partnerships
will be treated for federal income tax purposes as partnerships and not
as associations taxable as corporations or as publicly traded
partnerships.
We assume no obligation to advise you of any changes in our opinion subsequent
to the delivery of this opinion letter. The Company's qualification and taxation
as a REIT depends upon the Company's ability to meet on a continuing basis,
through actual annual operating and other results, the various requirements
under the Code with regard to, among other things, the sources of its gross
income, the composition of its assets, the level of its distributions to
stockholders, and the diversity of its stock ownership. We will not review on a
continuing basis the Company's compliance with the documents or assumptions set
forth above, or the representations set forth in the Representation Letter.
Accordingly, no assurance can be given that the actual results of the Company's
operations the sources of its income, the nature of its assets, the level of the
Company's distributions to its stockholders and the diversity of the Company's
stock ownership for any given taxable year will satisfy the requirements for
qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the
Code and the Regulations, published administrative interpretations thereof, and
published court decisions. The Internal Revenue Service has not issued
Regulations or administrative interpretations with respect to various provisions
of the Code relating to REIT qualification. No assurance can be given that the
law will not change in a way that will prevent the Company from qualifying as a
REIT, or the Operating Partnership or the Subsidiary Partnerships from being
classified as partnerships for federal income tax purposes.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the
<PAGE> 5
5
Tower Realty Trust, Inc. October 9, 1997
references to Battle Fowler LLP under the captions "Federal Income Tax
Considerations" and "Legal Matters" in the Prospectus.
The foregoing opinions are limited to the federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
state or locality. We undertake no obligation to update the opinions expressed
herein after the date of this letter.
Very truly yours,
/s/ Battle Fowler LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement (the "Registration Statement") on Form S-11 (File No. 333- ) of
our reports dated September 15, 1997, on our audit of the consolidated
financial statements of Tower Realty Trust, Inc.; dated April 21, 1997, on our
audits of the combined financial statements and financial statement schedule of
Tower Predecessor; dated April 21, 1997, on our audits of the combined
statements of revenues and certain operating expenses of DRA Joint Ventures and
dated September 15, 1997 on our audit of the statement of revenues and certain
operating expenses of 100 Wall Street. We also consent to the incorporation by
reference in this Registration Statement of the reference to our firm under the
captions "Experts" and "Selected Financial Data."
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
October 9, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT
Landauer Associates, Inc. ("Landauer") hereby consents to the incorporation
by reference in this Registration Statement (the "Registration Statement") on
Form S-11 (File No. 333- ) of the use of its reports regarding the
Metropolitan New York, Orlando, Phoenix, and Tucson economies and office markets
and the reference to Landauer and such reports under the captions "Prospectus
Summary," "Property Office Markets and Market Economies," "The Properties -
Submarket and Property Information," and "Experts" in the Registration Statement
of Tower Realty Trust, Inc.
LANDAUER ASSOCIATES, INC.
By: /s/ John Brengelman
--------------------
Name: John Brengelman
Title: Managing Director
Dated: October 9, 1997
<PAGE> 1
Exhibit 99.1
CONSENT OF DIRECTOR NOMINEE
To Tower Realty Trust, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the incorporation by reference in this
Registration Statement (the "Registration Statement") on Form S-11 (File No.
333- ) of Tower Realty Trust, Inc. (the "Company") of references which
indicate that I have accepted a nomination to become a director of the Company
subsequent to the closing of the Company's initial public offering.
/s/ Robert M. Adams
--------------------------
Robert M. Adams
Dated: October 9, 1997
<PAGE> 1
Exhibit 99.2
CONSENT OF DIRECTOR NOMINEE
To Tower Realty Trust, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the incorporation by reference in this
Registration Statement (the "Registration Statement") on Form S-11 (File No.
333- ) of Tower Realty Trust, Inc. (the "Company") of references which
indicate that I have accepted a nomination to become a director of the Company
subsequent to the closing of the Company's initial public offering.
/s/ Stephen B. Siegel
--------------------------
Stephen B. Siegel
Dated: October 9, 1997
<PAGE> 1
Exhibit 99.3
CONSENT OF DIRECTOR NOMINEE
To Tower Realty Trust, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the incorporation by reference in this
Registration Statement (the "Registration Statement") on Form S-11 (File No.
333- ) of Tower Realty Trust, Inc. (the "Company") of references which
indicate that I have accepted a nomination to become a director of the Company
subsequent to the closing of the Company's initial public offering.
/s/ Richard M. Wisely
--------------------------
Richard M. Wisely
Dated: October 9, 1997
<PAGE> 1
Exhibit 99.4
CONSENT OF DIRECTOR NOMINEE
To Tower Realty Trust, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the incorporation by reference in this
Registration Statement (the "Registration Statement") on Form S-11 (File No.
333- ) of Tower Realty Trust, Inc. (the "Company") of references which
indicate that I have accepted a nomination to become a director of the Company
subsequent to the closing of the Company's initial public offering.
/s/ Esko I. Korhonen
-----------------------
Esko I. Korhonen
Dated: October 9, 1997
<PAGE> 1
Exhibit 99.5
CONSENT OF DIRECTOR NOMINEE
To Tower Realty Trust, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the incorporation by reference in this
Registration Statement (the "Registration Statement") on Form S-11 (File No.
333- ) of Tower Realty Trust, Inc. (the "Company") of references which
indicate that I have accepted a nomination to become a director of the Company
subsequent to the closing of the Company's initial public offering.
/s/ Robert L. Cox
-----------------------
Robert L. Cox
Dated: October 9, 1997
