Exhibit 5
Brown & Wood LLP
One World Trade Center
New York, New York 10048
August 7, 2000
FrontLine Capital Group
1350 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
This opinion is furnished in connection with the registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the offering from time to time
by the selling stockholder of 670,000 shares of common stock, par value $0.01
per share (the "Common Shares"), of FrontLine Capital Group (the "Company").
In connection with rendering this opinion, we have examined the
Company's Amended and Restated Certificate of Incorporation, Bylaws, as
amended, records of the Company's corporate proceedings, the Registration
Statement and such other certificates, records and documents as considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the State of New York. We
express no opinion concerning the laws of any of the jurisdictions other than
the laws of the United States of America, the Delaware General Corporation Law
and the State of New York.
Based upon the foregoing, we are of the opinion that, upon issuance,
the Common Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the caption "Legal
Matters" in the prospectus.
Very truly yours,
/s/ Brown & Wood LLP
