TOWER REALTY TRUST INC, S-11/A, 1997-10-09

TOWER REALTY TRUST INC
S-11/A, 1997-10-09
ASSET-BACKED SECURITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997
REGISTRATION NO. 333-33011
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 5

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. [ ]

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. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate of the approximate amount of the fees and
expenses (other than underwriting discounts and commissions) payable by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 104,333
NASD filing fee................................................. 30,500
NYSE listing fee................................................ 70,000
Advisory fee.................................................... 2,878,000
Printing, engraving and mailing expenses........................ 450,000
Accountants' fees and expenses.................................. 2,300,000
Other consultants' fees and expenses............................ 360,000
Blue Sky fees and expenses...................................... 15,000
Legal fees...................................................... 5,160,000
Transfer agent's fees........................................... 8,000
Miscellaneous expenses.......................................... 502,167
-----------
Total................................................. $11,878,000
===========
Indemnification Insurance Costs (see Item 34)................... $ 266,000
</TABLE>

- ---------------

ITEM 32. SALES TO SPECIAL PARTIES.

See response to Item 32.

ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.

On March 31, 1997, as part of its formation, the Company issued 1,000
unregistered shares of Common Stock to Lawrence H. Feldman for a purchase price
of $1,000 in reliance upon an exemption from registration under Section 4(2) of
the Securities Act.

As part of the Formation Transactions an aggregate of 1,583,640 OP Units
and 924,800 shares of restricted Common Stock will be issued to the Primary
Contributors and the Continuing Investors in return for (i) the contribution of
certain interests in the Tower Predecessor Company and in certain of the
Properties and the Development Parcels to the Operating Partnership and (ii) the
contribution by the Primary Contributors of certain assets, including management
contracts relating to certain of the Properties, the Excluded Properties and
certain other Properties. The issuance of the OP Units will be effected in
reliance on an exemption from registration under Section 4(2) of the Securities
Act. The descriptions of the foregoing transactions in the Prospectus under the
heading "Formation and Structure of the Company" are incorporated herein by
reference.

Concurrent with the Offering, and subject to certain conditions, the
Company is directly placing with certain private investment funds advised by
Morgan Stanley Asset Management, Inc. $20 million of Common Stock at the price
per share sold in the Offering in reliance on an exemption from registration
under Section 4(2) of the Securities Act. In addition, concurrent with the
Offering, the Company will issue to the Morgan Stanley Investors approximately
$22.2 million of restricted Common Stock in exchange for the cancellation of
approximately $12.3 million outstanding under the MSAM Notes. Between March 31,
1997, and September 18, 1997, the Company issued an aggregate of $12.3 million
of the MSAM Notes to the Morgan Stanley Investors in reliance on an exemption
from registration under Section 4(2) of the Securities Act.

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<PAGE> 3

Concurrent with the Offering, and subject to certain conditions, the
Company is directly placing with the Carlyle Funds $10 million of Common Stock
at the price per share sold in the Offering in reliance on an exemption from
registration under Section 4(2) of the Securities Act.

ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The MGCL permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The Charter of the
Company contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.

The Charter authorizes the Company, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of the
Company and at the request of the Company, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise from and against any
claim or liability to which such person may become subject or which such person
may incur by reason of his or her status as a present or former director or
officer of the Company. The Bylaws of the Company obligate it, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity,
against any claim or liability to which he may become subject by reason of such
status. The Charter and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a
predecessor of the Company.

The MGCL requires a Maryland corporation (unless its charter provides
otherwise, which the Company's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a Maryland corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, under the MGCL,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or in any proceeding in which the director was
adjudged to be liable on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of (a) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the corporation
and (b) a written undertaking by or on his behalf to repay the amount paid or
reimbursed by the corporation if it shall ultimately be determined that the
standard of conduct was not met. Indemnification under the provisions of the
MGCL is not deemed exclusive of any other rights, by indemnification or
otherwise, to which an officer or director may be entitled under the Company's
Charter or Bylaws, resolutions of stockholders or directors, contract or
otherwise. However, it is the position of the

II-2
<PAGE> 4

Commission that indemnification of directors and officers for liabilities
arising under the Securities Act is against public policy and is unenforceable
pursuant to Section 14 of the Securities Act.

The Company also has purchased and maintains insurance on behalf of all of
its directors and executive officers against liability asserted against or
incurred by them in their official capacities with the Company, whether or not
the Company is required or has the power to indemnify them against the same
liability.

The Underwriting Agreement will contain certain provisions pursuant to
which certain officers, directors and controlling persons may be entitled to be
indemnified by the underwriters named therein.

ITEM 35. TREATMENT OF PROCEEDS FROM SHARES BEING REGISTERED.

None.

ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.

(1) Financial Statements are included in the Prospectus. See "Index to
Financial Statements" in the Prospectus on page F-1.

(2) The following financial statement schedules of the registrant are filed
herewith:

III Real Estate and Accumulated Depreciation

II-3
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
*10.11 Purchase Agreement, dated as of March 31, 1997, among Tower Realty Trust, Inc.,
Tower Realty Operating Partnership, L.P. and each of the investors signatory
thereto, as amended by the Purchase Agreement Supplement dated as of May 15, 1997,
Purchase Agreement Supplement No. 2, dated as of May 29, 1997, Purchase Agreement
Supplement No. 3, dated as of May 29, 1997, Purchase Agreement Supplement No. 4,
dated as of July 9, 1997, Purchase Agreement Supplement No. 5, dated as of July
31, 1997
*10.12 Contribution Agreement (OP Units-CXX Mineola Limited Partnership) by and among
Tower Realty Operating Partnership, L.P. and Jeffrey Feldman
*10.13 Amendment to Contribution Agreement by and among Tower Realty Operating
Partnership, L.P. and Jeffrey Feldman
*10.14 Second Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Jeffrey Feldman
*10.15 Contribution Agreement (Cash-Stellar Associates) by and among Tower Realty
Operating Partnership, L.P. and Laurie Jacoby
*10.16 First Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Laurie Jacoby
*10.17 Contribution Agreement (OP Units) by and among Tower Realty Operating Partnership,
L.P. and Bama Equities, Inc.
*10.18 Amendment to Contribution Agreement by and among Tower Realty Operating
Partnership, L.P. and Bama Equities, Inc.
*10.19 Second Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Bama Equities, Inc.
*10.20 Contribution Agreement (Cash-Stellar Associates) by and among Tower Realty
Operating Partnership, L.P. and Valerie Herts Kalnitzky
*10.21 First Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Valerie Hertz Kalnitzky
*10.22 Assignment Agreement by Charles M. Kotick, as nominee (CXX)
*10.23 Contribution Agreement by and between Tower Realty Operating Partnership, L.P. and
Allan B. Mendelsohn, as Chapter 7 Trustee of Edward Feldman
*10.24 Option Agreement, dated as of July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Dana II Associates Limited Partnership
*10.25 Option Agreement, dated July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Tower 45 Ventures Limited Partnership
*10.26 Option Agreement, dated July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and Feldman Tower 45, Inc.
*10.27 Contribution Agreement between Maitland Property Investors, Limited and Tower
Realty Operating Partnership, L.P., dated as of August 4, 1997
*10.28 Non-Competition Agreement, dated as of August 4, 1997 among Tower Realty Operating
Partnership, L.P., Properties Atlantic, Inc., Clifford Stein and Reid Berman
*10.29 Assets Contribution Agreement, dated as of August 4, 1997, between Tower Realty
Operating Partnership, L.P., and Properties Atlantic, Inc., Clifford Stein, and
Reid Berman
*10.30 Option Agreement, dated as of July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Stellar Associates
*10.31 Option Agreement, dated as of July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Carlyle Industries, Inc.
*10.32 Option Agreement, dated as of July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and 120 West 45th Street Associates
*10.33 Option Agreement, dated as of July 29, 1997, by and between Tower Realty Operating
Partnership, L.P. and Richard Cooke, Craig Cooke and Brian Cooke
</TABLE>

II-4
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
*10.34 Option Agreement, dated as of July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Charles B. Hickcox
*10.35 Option Agreement, dated as of July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and Hazama T-45
*10.36 Option Agreement, dated as of July 25, 1997, by and between Tower Realty Operating
Partnership, L.P. and Leo V. Berger
*10.37 Omnibus Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and Shoen U.S.A. Inc.
*10.38 Option Agreement, dated as of July 28, 1997, by and among Tower Realty Operating
Partnership, L.P., Tower Equities Management, Inc. and Tower Equities and Realty
Corp., CXX Mineola Management Corp., Forum Management and Realty Corp., Madison
40/41 Management Corp., Tower 45 Asset Management Corp. and SJP Realty Corp.
*10.39 Contribution Agreement by and between Reid Berman and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.40 Purchase Agreement by and among Tower Realty Operating Partnership, L.P. and
Anthony DiLeonardo dated as of July 31, 1997, as amended by Amendment No. 1 to
Anthony DiLeonardo Purchase Agreement, dated as of September 18, 1997
*10.41 Purchase Agreement by and among Tower Realty Operating Partnership, L.P. and
Carmela Carrano dated as of July 31, 1997, as amended by Amendment No. 1 to
Carmela Carrano Purchase Agreement, dated as of September 18, 1997
*10.42 Contribution Agreement by and between Richard Wisely and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.43 Contribution Agreement by and between Lawrence Stein and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.44 Contribution Agreement by and between Lawrence H. Feldman and Tower Realty
Operating Partnership, L.P. dated as of July 31, 1997
*10.45 Contribution Agreement by and between Clifford L. Stein and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.46 Contribution Agreement by and between Robert Adams and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.47 Contribution Agreement by and between Eric Reimer and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.48 Contribution Agreement by and between Reuben Friedberg and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.49 Contribution Agreement by and between Joseph Kasman and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.50 Contribution Agreement by and between Robert Cox and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.51 Contribution Agreement, dated as of July 31, 1997, by and among Tower Realty
Operating Partnership, L.P. and Joseph Kasman
*10.52 Option Agreement, dated as of May 8, 1997, by and among Tower Realty Operating
Partnership, L.P. and Stanley B. Grey
*10.53 Option Agreement, dated as of May 8, 1997, by and among Tower Realty Operating
Partnership, L.P. and Michael C. Zerner
*10.54 Letter Agreement, dated as of July 28, 1997, between Tower Realty Trust, Inc.,
Tower Realty Operating Partnership, L.P., General Electric Capital Corporation,
General Electric Real Estate Equities, Inc., GENEL Company, Inc. and GEBAM, Inc.
*10.55 Contribution Agreement by and among Tower Realty Trust, Inc., Tower Realty
Operating Partnership, L.P. and DRA Opportunity Fund
</TABLE>

II-5
<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
*10.56 Contribution Agreement by and among Tower Realty Trust, Inc., Tower Realty
Operating Partnership, L.P. and Office Invest Sub LLC
*10.57 Supplement and Amendment, dated as of September 11, 1997, to the Contribution
Agreement by and among Tower Realty Trust, Inc., Tower Realty Operating
Partnership, L.P. and Office Invest Sub LLC, as parties to the original
Contribution Agreement, and Feldman MOT Portfolio Corp., Feldman FSA Corp., FSA
Associates, L.P. and Lawrence H. Feldman
*10.58 Purchase and Sale Agreement, dated as of March 31, 1997, by and between Tower
Equities and Realty Corp. and Tower Realty Operating Partnership, L.P.
*10.59 Purchase and Sale Agreement, dated as of September 11, 1997, by and between 100
Wall LLC and Tower Realty Operating Partnership, L.P.
*10.60 Mortgage Loan Commitment, dated as of October 4, 1997, by and between Merrill
Lynch Credit Corporation and one or more subsidiaries of Tower Realty Operating
Partnership, L.P.
*10.61 Form of Financial Advisory Fee Agreement by and between Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Tower Realty Trust, Inc. and Tower Realty Operating
Partnership, L.P.
*10.62 Form of Supplemental Representations, Warranties and Indemnity Agreement by and
among Lawrence H. Feldman, Robert L. Cox, Joseph D Kasman, Eric S. Reimer, Reuben
Friedberg and Tower Realty Operating Partnership, L.P. and Tower Realty Trust,
Inc.
*10.63 Line of Credit Commitment, dated as of October 4, 1997, by and between Merrill
Lynch Capital Corporation and Tower Realty Operation Partnership, L.P. and Tower
Realty Trust, Inc.
*10.64 Purchase and Sale Agreement, dated as of July 25, 1997, by and between RSH
Associates, Joel Wiener, and Lawrence H. Feldman
*10.65 Option Agreement, dated as of July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and Carmela Carrano, as amended by Amendment No. 1 to Option
Agreement, dated as of September 18, 1997
*10.66 Option Agreement, dated as of July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and Anthony DiLeonardo, as amended by Amendment No. 1 to Option
Agreement, dated as of September 18, 1997
*10.67 Option Agreement, dated as of September 27, 1997, by and between Orlando Option
Holding, L.L.C. and Tower Realty Operating Partnership, L.P.
*10.68 Assignment of Real Estate Agreement, dated as of September 24, 1997, by and
between Tower Equities and Realty Corp. and Tower Realty Operating Partnership,
L.P.
*10.69 Third Amendment to Escrow Instructions and Addendum thereto and Option Agreement,
dated as of July 23, 1997, by and between Beardsley and I-17, L.L.C and Deer
Valley Towne Center L.L.C and Crystal, Inc.
*10.70 Phoenix Land Parcel Option Contract, dated as of September 12, 1997, by and
between Crystal, Inc. and Tower Realty Operating Partnership, L.P.
*10.71 Form of Acquisition Advisory Fee Agreement
*10.72 Stock Purchase Agreement, dated as of September 19, 1997, by and among Tower
Realty Trust, Inc. and Carlyle Realty Partners, L.P., Carlyle Realty Qualified
Partners, L.P., Carlyle Realty Partners Sunrise, L.P. and Carlyle Realty
Coinvestment, L.P.
*21.1 Subsidiaries of the Company, as amended
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)
*24.1 Powers of Attorney
</TABLE>

II-6
<PAGE> 8

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
*27.1 Financial Data Schedule, amended
*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 of 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>

- ---------------
* Previously filed.

ITEM 37. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 33 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question as to
whether such indemnification by it is against public policy as expressed in the
Act, and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

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<PAGE> 9

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 amendment to
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

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 October 9, 1997
- ------------------------------------------ Officer and President
Lawrence H. Feldman (principal executive
officer)

* Senior Vice President and October 9, 1997
- ------------------------------------------ Chief Financial Officer
Joseph D. Kasman (principal financial officer)

* Vice President of Accounting October 9, 1997
- ------------------------------------------ and Controller (principal
Thomas Woodward accounting
officer)

* Director October 9, 1997
- ------------------------------------------
Lester S. Garfinkel

*By /s/ LAWRENCE H. FELDMAN
- ------------------------------------------
Lawrence H. Feldman
Attorney-in-Fact
</TABLE>

II-8
<PAGE> 10

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Articles of Incorporation of the Company
*3.2 Form of Amended and Restated Articles of Incorporation
*3.3 Bylaws of the Company
*3.4 Form of Amended and Restated Bylaws of the Company
*4.1 Form of Common Stock Certificate for the Company
5.1 Opinion of Battle Fowler LLP, amended
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, amended
5.3 Opinion of Battle Fowler LLP, regarding Carlyle Concurrent Private Placement,
amended
8.1 Opinion of Battle Fowler LLP, as to Tax Matters, amended
*10.1 Form of Amendment and Restatement of Agreement of Limited Partnership of Tower
Realty Operating Partnership, L.P., by and among Tower Realty Trust, Inc., as
general partner, Lawrence H. Feldman, as initial Limited Partner, and the Persons
set forth in Exhibit A thereto.
*10.2 Form of Exchange Rights Agreement
*10.3 Form of Registration Rights Agreement.
*10.4 Form of Lock-up Agreement
*10.5 Form of Tower Realty Trust, Inc. 1997 Incentive Plan
*10.6 Form of Tower Realty Trust, Inc. Non-Employee Directors' Incentive Plan
*10.7 Form of Employment Agreement between the Company and Lawrence H. Feldman
*10.8 Form of Employment Agreement between the Company and Robert L. Cox
*10.9 Form of Employment Agreement between the Company and Joseph D. Kasman
*10.10 Form of Indemnification Agreement between the Company and its executive officers
and directors
*10.11 Purchase Agreement, dated as of March 31, 1997, among Tower Realty Trust, Inc.,
Tower Realty Operating Partnership, L.P. and each of the investors signatory
thereto, as amended by the Purchase Agreement Supplement dated as of May 15,
1997, Purchase Agreement Supplement No. 2, dated as of May 29, 1997, Purchase
Agreement Supplement No. 3, dated as of May 29, 1997, Purchase Agreement
Supplement No. 4, dated as of July 9, 1997, Purchase Agreement Supplement No. 5,
dated as of July 31, 1997
*10.12 Contribution Agreement (OP Units-CXX Mineola Limited Partnership) by and among
Tower Realty Operating Partnership, L.P. and Jeffrey Feldman
*10.13 Amendment to Contribution Agreement by and among Tower Realty Operating
Partnership, L.P. and Jeffrey Feldman
*10.14 Second Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Jeffrey Feldman
*10.15 Contribution Agreement (Cash-Stellar Associates) by and among Tower Realty
Operating Partnership, L.P. and Laurie Jacoby
*10.16 First Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Laurie Jacoby
*10.17 Contribution Agreement (OP Units) by and among Tower Realty Operating
Partnership, L.P. and Bama Equities, Inc.
*10.18 Amendment to Contribution Agreement by and among Tower Realty Operating
Partnership, L.P. and Bama Equities, Inc.
*10.19 Second Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Bama Equities, Inc.
*10.20 Contribution Agreement (Cash-Stellar Associates) by and among Tower Realty
Operating Partnership, L.P. and Valerie Herts Kalnitzky
*10.21 First Amendment to Contribution Agreement by and between Tower Realty Operating
Partnership, L.P. and Valerie Hertz Kalnitzky
*10.22 Assignment Agreement by Charles M. Kotick, as nominee (CXX)
*10.23 Contribution Agreement by and between Tower Realty Operating Partnership, L.P.
and Allan B. Mendelsohn, as Chapter 7 Trustee of Edward Feldman
</TABLE>

<PAGE> 11

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------------------------------
<C> <S>
*10.24 Option Agreement, dated as of July 28, 1997, by and between Tower Realty
Operating Partnership, L.P. and Dana II Associates Limited Partnership
*10.25 Option Agreement, dated July 28, 1997, by and between Tower Realty Operating
Partnership, L.P. and Tower 45 Ventures Limited Partnership
*10.26 Option Agreement, dated July 31, 1997, by and between Tower Realty Operating
Partnership, L.P. and Feldman Tower 45, Inc.
*10.27 Contribution Agreement between Maitland Property Investors, Limited and Tower
Realty Operating Partnership, L.P., dated as of August 4, 1997
*10.28 Non-Competition Agreement, dated as of August 4, 1997 among Tower Realty
Operating Partnership, L.P., Properties Atlantic, Inc., Clifford Stein and Reid
Berman
*10.29 Assets Contribution Agreement, dated as of August 4, 1997, between Tower Realty
Operating Partnership, L.P., and Properties Atlantic, Inc., Clifford Stein, and
Reid Berman
*10.30 Option Agreement, dated as of July 28, 1997, by and between Tower Realty
Operating Partnership, L.P. and Stellar Associates
*10.31 Option Agreement, dated as of July 28, 1997, by and between Tower Realty
Operating Partnership, L.P. and Carlyle Industries, Inc.
*10.32 Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and 120 West 45th Street Associates
*10.33 Option Agreement, dated as of July 29, 1997, by and between Tower Realty
Operating Partnership, L.P. and Richard Cooke, Craig Cooke and Brian Cooke
*10.34 Option Agreement, dated as of July 28, 1997, by and between Tower Realty
Operating Partnership, L.P. and Charles B. Hickcox
*10.35 Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and Hazama T-45
*10.36 Option Agreement, dated as of July 25, 1997, by and between Tower Realty
Operating Partnership, L.P. and Leo V. Berger
*10.37 Omnibus Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and Shoen U.S.A. Inc.
*10.38 Option Agreement, dated as of July 28, 1997, by and among Tower Realty Operating
Partnership, L.P., Tower Equities Management, Inc. and Tower Equities and Realty
Corp., CXX Mineola Management Corp., Forum Management and Realty Corp., Madison
40/41 Management Corp., Tower 45 Asset Management Corp. and SJP Realty Corp.
*10.39 Contribution Agreement by and between Reid Berman and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.40 Purchase Agreement by and among Tower Realty Operating Partnership, L.P. and
Anthony DiLeonardo dated as of July 31, 1997, as amended by Amendment No. 1 to
Anthony DiLeonardo Purchase Agreement, dated as of September 18, 1997
*10.41 Purchase Agreement by and among Tower Realty Operating Partnership, L.P. and
Carmela Carrano dated as of July 31, 1997, as amended by Amendment No. 1 to
Carmela Carrano Purchase Agreement, dated as of September 18, 1997
*10.42 Contribution Agreement by and between Richard Wisely and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.43 Contribution Agreement by and between Lawrence Stein and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.44 Contribution Agreement by and between Lawrence H. Feldman and Tower Realty
Operating Partnership, L.P. dated as of July 31, 1997
*10.45 Contribution Agreement by and between Clifford L. Stein and Tower Realty
Operating Partnership, L.P. dated as of July 31, 1997
*10.46 Contribution Agreement by and between Robert Adams and Tower Realty Operating
Partnership, L.P. dated as of July 31, 1997
*10.47 Contribution Agreement by and between Eric Reimer and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.48 Contribution Agreement by and between Reuben Friedberg and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.49 Contribution Agreement by and between Joseph Kasman and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
</TABLE>
<PAGE> 12

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------------------------------
<C> <S>
*10.50 Contribution Agreement by and between Robert Cox and Tower Realty Operating
Partnership, L.P., dated as of July 31, 1997
*10.51 Contribution Agreement, dated as of July 31, 1997, by and among Tower Realty
Operating Partnership, L.P. and Joseph Kasman
*10.52 Option Agreement, dated as of May 8, 1997, by and among Tower Realty Operating
Partnership, L.P. and Stanley B. Grey
*10.53 Option Agreement, dated as of May 8, 1997, by and among Tower Realty Operating
Partnership, L.P. and Michael C. Zerner
*10.54 Letter Agreement, dated as of July 28, 1997, between Tower Realty Trust, Inc.,
Tower Realty Operating Partnership, L.P., General Electric Capital Corporation,
General Electric Real Estate Equities, Inc., GENEL Company, Inc. and GEBAM, Inc.
*10.55 Contribution Agreement by and among Tower Realty Trust, Inc., Tower Realty
Operating Partnership, L.P. and DRA Opportunity Fund
*10.56 Contribution Agreement by and among Tower Realty Trust, Inc., Tower Realty
Operating Partnership, L.P. and Office Invest Sub LLC
*10.57 Supplement and Amendment, dated as of September 11, 1997, to the Contribution
Agreement by and among Tower Realty Trust, Inc., Tower Realty Operating
Partnership, L.P. and Office Invest Sub LLC, as parties to the original
Contribution Agreement, and Feldman MOT Portfolio Corp., Feldman FSA Corp., FSA
Associates, L.P. and Lawrence H. Feldman
*10.58 Purchase and Sale Agreement, dated as of March 31, 1997, by and between Tower
Equities and Realty Corp. and Tower Realty Operating Partnership, L.P.
*10.59 Purchase and Sale Agreement, dated as of September 11, 1997, by and between 100
Wall LLC and Tower Realty Operating Partnership, L.P.
*10.60 Mortgage Loan Commitment, dated as of October 4, 1997, by and between Merrill
Lynch Credit Corporation and one or more subsidiaries of Tower Realty Operating
Partnership, L.P.
*10.61 Form of Financial Advisory Fee Agreement by and between Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Tower Realty Trust, Inc. and Tower Realty Operating
Partnership, L.P.
*10.62 Form of Supplemental Representations, Warranties and Indemnity Agreement by and
among Lawrence H. Feldman, Robert L. Cox, Joseph D Kasman, Eric S. Reimer, Reuben
Friedberg and Tower Realty Operating Partnership, L.P. and Tower Realty Trust,
Inc.
*10.63 Line of Credit Commitment, dated as of October 4, 1997 by and between Merrill
Lynch Capital Corporation and Tower Realty Operating Partnership, L.P. and Tower
Realty Trust, Inc.
*10.64 Purchase and Sale Agreement, dated as of July 25, 1997, by and between RSH
Associates, Joel Wiener, and Lawrence H. Feldman
*10.65 Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and Carmela Carrano, as amended by Amendment No. 1 to
Option Agreement, dated as of September 18, 1997
*10.66 Option Agreement, dated as of July 31, 1997, by and between Tower Realty
Operating Partnership, L.P. and Anthony DiLeonardo, as amended by Amendment No. 1
to Option Agreement, dated as of September 18, 1997
*10.67 Option Agreement, dated as of September 27, 1997, by and between Orlando Option
Holding, L.L.C. and Tower Realty Operating Partnership, L.P.
*10.68 Assignment of Real Estate Agreement, dated as of September 24, 1997, by and
between Tower Equities and Realty Corp. and Tower Realty Operating Partnership,
L.P.
*10.69 Third Amendment to Escrow Instructions and Addendum thereto and Option Agreement,
dated as of July 23, 1997, by and between Beardsley and I-17, L.L.C and Deer
Valley Towne Center L.L.C and Crystal, Inc.
*10.70 Phoenix Land Parcel Option Contract, dated as of September 12, 1997, by and
between Crystal, Inc. and Tower Realty Operating Partnership, L.P.
*10.71 Form of Acquisition Advisory Fee Agreement
</TABLE>
<PAGE> 13

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------------------------------
<C> <S>
*10.72 Stock Purchase Agreement, dated as of September 19, 1997, by and among Tower
Realty Trust, Inc. and Carlyle Realty Partners, L.P., Carlyle Realty Qualified
Partners, L.P., Carlyle Realty Partners Sunrise, L.P. and Carlyle Realty
Coinvestment, L.P.
*21.1 Subsidiaries of the Company, as amended
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)
*24.1 Powers of Attorney
*27.1 Financial Data Schedule, amended
*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 Wisely to be named as a director nominee
*99.4 Consent of 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>

- ---------------
* Previously filed.

<PAGE> 1
Exhibit 5.1

[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 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 its Registration
Statement on Form S-11 (Registration No. 333-33011), and any amendments thereto
(the "Registration Statement"), as filed with the Securities and Exchange
Commission, with respect to up to 13,242,250 shares of the Company's Common
Stock, par value $0.01 per share (the "Shares"). 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 9, 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 9, 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: Registration Statement on Form S-11
Registration No. 333-33011
-----------------------------------

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 11,515,000 shares of Common
Stock, $.01 par value per share, of the Company (the "Shares"), covered by 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
October 6, 1997;

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 4

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 and 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: Registration Statement on Form S-11
Registration No. 333-33011

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 11,515,000 shares of Common Stock, $.01 par
value per share, of the Company (the "Shares"), covered by 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 October 6, 1997;

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

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.

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.

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.

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 5.3

[LETTERHEAD OF BATTLE FOWLER LLP]

(212) 856-7000

(212) 339-9150

October 8, 1997

Tower Realty Trust, Inc.
120 West 45th Street
New York, NY 10036

Re: Tower Realty Trust, Inc.
Private Placement $10,000,000 of Shares of its
Common Stock, par value $.01 Per Share

Ladies and Gentlemen:

We have acted as counsel to Tower Realty Trust, Inc., a
Maryland corporation (the "Company"), in connection with the offer and sale by
the Company (the "Private Placement") of an aggregate of $10,000,000 of shares
of common stock (the "Shares"), par value $.01 per share (the "Common Stock"),
which is scheduled to close concurrently with the closing on the Company's
initial public offering of Common Stock. The Shares are being issued pursuant to
the stock purchase agreement (the "Stock Purchase Agreement") dated September
19, 1997, by and among the Company and the investors named therein (the
"Investors"). Capitalized terms used herein and not defined herein shall have
the meanings ascribed to such terms in the Stock Purchase Agreement.

You have requested our opinion with respect to the
availability of an exemption from registration under the Securities Act of 1933,
as amended(the "Securities Act"), for the Private Placement.

In connection with this opinion, we have examined the
following materials:

(a) an executed copy of the Stock Purchase Agreement; and

<PAGE> 2
2

Tower Realty Trust, Inc. October 8, 1997

(b) the registration statement on Form S-11 (Registration
Number 333-33011)(the "Form S-11 Registration Statement"), pursuant to which the
Company proposes to offer and sell up to 13,242,000 shares of Common Stock
(including shares covered by an overallotment option).

In rendering this opinion, we have assumed the capacity to
sign and the genuineness of all signatures of all persons executing agreements,
instruments or documents examined or relied upon by us, the authenticity of all
agreements, instruments or documents submitted to us as originals and the
conformity with the original agreements, instruments or documents of all
agreements, and instruments or documents submitted to us as copies.

We have also assumed (a) as to all parties other than the
Company, the due authorization, execution, acknowledgment as indicated thereon
and delivery of documents referred to herein, and the validity, binding effect
and enforceability thereof against all parties thereto other than the Company
and (b) that each of the Investors has full power, authority and legal right,
under its charter and other governing documents and all applicable laws to
execute, deliver and perform their respective obligations under the Securities
Agreement and the other documents referred to herein to which it is a party. We
have further assumed that the consideration required to be paid for the issuance
of the Shares and the outstanding shares of stock of the Company pursuant to the
Stock Purchase Agreement has in fact been or will be paid to and received by the
Company.

With respect to matters of fact, we have relied upon the
representations made by the Company in the Stock Purchase Agreement and
certificates of public officials. We have not independently verified the
accuracy of the matters set forth in the written statements or certificates upon
which we have relied, including the organization, existence, good standing,
assets, business or affairs of the Company, nor have we undertaken any lien,
intellectual property, suit or judgment searches or searches of court dockets in
any jurisdiction.

You have requested our opinion as to the availability of an
exemption for the offer and sale of the Shares from the registration
requirements of the Securities Act on the basis of Section 4(2) of the Section
Act. Courts have interpreted the exemption from registration provided by Section
4(2) as involving circumstances where the financial sophistication of the
offerees

<PAGE> 3
3

Tower Realty Trust, Inc. October 8, 1997

and/or the limited manner of the offering render the protections accorded by
registration pursuant to the Securities Act unnecessary. We note certain factors
which must be considered in order to determine whether an offering of securities
is so exempt from registration under the Securities Act. These include, among
others, (i) the qualification of offerees and purchasers, (ii) the number of
offerees and purchasers involved in the offering (iii) the manner in which the
issuer conducts the offering and the presence or absence of any general
solicitation or general advertising in connection with the offering, (iv) the
extent to which the offerees and purchasers have access to adequate information
concerning the issuer and material terms of the investment, and (v) the
limitations imposed on resales in order to guard against a distribution of the
securities by persons who purport to purchase for investment. Issuers must also
consider whether the offering under consideration should be integrated with any
other offerings of the issuer occurring closely in time with the offering under
consideration (the "Integration Doctrine"). There are no interpretive opinions
or other legal precedents that have established definitive standards by which to
test compliance with these factors.

In particular, with respect to the applicability of the
Integration Doctrine, we note that the Company has filed with the Securities and
Exchange Commission ("SEC") the Form S-ll Registration Statement and proposes to
commence shortly its initial public offering of Common Stock under that
registration statement by means of a firm commitment underwriting(the
"Registered Offering"). If the offer and sale of the Shares were integrated with
the Registered Offering, the exemption from registration under the Act afforded
by Section 4(2) of the Act would not be available.

The SEC has identified several factors that should be
considered in determining whether separate securities offerings should be
integrated and treated as part of the same offering. These factors include: (a)
whether the offerings are part of a single plan of financing; (b) whether the
offerings involve the issuance of the same class of security; (c) whether the
offerings have been made at or about the same time; (d) whether the same type of
consideration is received; and,(e) whether the offerings are made for the same
purpose. There is no dispositive SEC or court precedent as to how the foregoing
factors should be applied, how many factors must prevail and what weight should
be assigned to each factor. We note that the Integration Doctrine was adopted by
the SEC as a means of preventing issuers from circumventing registration under
the Securities Act in circumstances where two or more otherwise exempt sales of
securities are more appropriately treated as a single offering that does not
qualify for an exemption from registration under the Securities Act. Since the
adoption of the Integration Doctrine by the SEC, the SEC and courts have
recognized
<PAGE> 4
4

Tower Realty Trust, Inc. October 8, 1997

that the interpretation of the exemptive provisions of the Securities Act must
be based on an analysis of whether the purposes of the Securities Act would be
served or frustrated through the application of the subject exemption in the
circumstances presented.

We note that the Investors are four parallel investment
vehicles (the "Funds") that are managed by the same firm, Carlyle Realty, L.P.
(the "Manager"), and invest proportionally in all investments on the same terms
and conditions, subject to applicable legal, tax or regulatory constraints. The
Manager is the real estate investment arm of The Carlyle Group, a private
merchant banking and investment firm. The decisions to purchase Shares in the
Private Placement for the Funds were made on their behalf by the Manager. We
further note that material discussions with the Funds with respect to their
investing in the Company commenced prior to the filing of the Company's Form
S-11 Registration Statement and did not follow any general public solicitation
of the Investors. Each of the Funds is a large institutional accredited
investor that was represented by legal counsel in its negotiating the Stock
Purchase Agreement. Each Fund has represented in the Stock Purchase Agreement,
among other things, that it is a sophisticated and experienced investor capable
of evaluating the merits and risks of an investment in the Shares, it has been
given the opportunity to make an investigation of the Company's proposed
activities and it has been afforded an opportunity to obtain any additional
information requested by it. We note the Shares will bear restrictive legends
preventing reoffers and resales other than pursuant to registration under the
Securities Act or an exemption therefrom. We therefor conclude that the Private
Placement, viewed separately, is exempt from registration under Section 4(2) of
the Securities Act.

We note that a purpose of the Private Placement is to obtain a
significant investment from a strategic long-term institutional investor who
will be subject a lockup agreement preventing the sale of the Shares for a
period of one year and who will otherwise initially be represented by director
designated by such investor. The Company will gain from the investing experience
and real estate investment contacts of the investor that it believes will follow
from the significant investment made by and the board representation granted to
the investor; a purpose that cannot be advanced through the sale of its Common
Stock to the general investing public in the Registered Offering. In addition,
concurrent with the execution of the Stock Purchase Agreement, the Carlyle Group
granted a consent that will permit the company to acquire an important asset
from one of its predecessors.

While there is no definitive precedent from the SEC or the
courts which tailors application of the Integration Doctrine to the
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Tower Realty Trust, Inc. October 8, 1997

ultimate statutory policy of the Securities Act (i.e. to protect investors), it
is our view that the Funds are capable of fending for themselves and do not need
the protections provided by registration under the Securities Act. If the
Integration Doctrine is to be applied so as to further the ultimate statutory
policy of the Securities Act, we believe no purpose is served by integrating the
Private

Placement with the Registered Offering. In our view, the existence of the
Private Placement, as an exempt offering occurring contemporaneously with the
Registered Offering, does not in any way diminish the protections to be afforded
to the investors in the Registered Offering. Furthermore, it would have been
inefficient for the Company to have incurred the expense associated with the
registration process for the Private Placement which, if viewed separately, is a
valid private placement exempt from registration, if the registration process
results in little or no benefit to the Investors. The SEC has acknowledged the
foregoing policy considerations, at least in part, by its adoption of Rule 144A
under the Securities Act which provides a safe harbor from registration for
reoffers and resales of certain classes of restricted securities between large
institutional investors.

Our opinion set forth below should be read in light of the
foregoing discussion. Except for the opinion set forth below, we express no
opinions and no opinions should be implied. We express no opinion with respect
to antitrust laws, environmental laws, the law of fiduciary duty or the
requirements of state securities or Blue Sky laws.

Our opinion is limited to the laws of the State of New York
and the federal law of the United States, and we do not express any opinion as
to the laws of any other state or jurisdiction. 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.

Upon the basis of and subject to the foregoing and solely in
reliance thereon, we are of the opinion that the offer and sale of the Shares
under the Stock Purchase Agreement is exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act and would not
be integrated with the Registered Offering.

We hereby consent to the filing of this opinion as an exhibit
to the Form S-11 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 Securities Act of 1933,
as amended.
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Tower Realty Trust, Inc. October 8, 1997

Very truly yours,

/s/ Battle Fowler LLP

Battle Fowler LLP

<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 preparation of a
registration statement (the "Registration Statement") originally filed with the
Securities and Exchange Commission on August 6, 1997 (File No. 333-33011), as
amended through the date hereof, with respect to the offering and sale (the
"Offering") of up to 13,242,250 shares of common stock, $.01 par value, of the
Company and the Company's contribution of substantially all of the net proceeds
of the Offering to Tower Realty Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), in exchange for a general 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").
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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;
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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
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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
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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